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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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)
June 16, 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 21 Pages
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CUSIP NO. 867830-10-1 13D Page 2 of 21 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
- - -
8 SHARED VOTING POWER
349,600 (See Item 5)
9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
349,600 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
349,600 (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)
20.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
HC
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CUSIP NO. 867830-10-1 13D Page 3 of 21 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
349,600 (See Item 5)
9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
349,600 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
349,600 (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)
20.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Amendment No. 10 to Schedule 13D is filed on behalf of
American Financial Group, Inc., formerly known as American Premier
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 by the Reporting Persons on April 12, 1995, relative to
the Common Stock, par value $.10 per share ("SJS Common Stock"), issued
by Sunshine-Jr. Stores, Inc. ("SJS"). Since Amendment No. 9, American
Financial changed its corporate name from American Premier Group, Inc.
The principal executive offices of SJS are located at 109 West
Fifth Street, Panama City, Florida 32401. Items not included in this
amendment are either not amended or are not applicable.
As of June 15, 1995, the Lindner Family beneficially owned
approximately 50.0% of the outstanding common stock of American
Financial and American Financial beneficially owned all of the common
stock of AFC (approximately 79% of AFC's outstanding voting equity
securities).
Item 4. Purpose of Transaction.
Pursuant to a Shareholders' Agreement dated as of June 15, 1995
(the "Agreement"), the Reporting Persons have agreed to sell all of the
shares of SJS Common Stock beneficially owned by them to EZS Acquisition
Corporation ("EZS"), a wholly-owned subsidiary of E-Z Serve Corp., in a
tender offer which was publicly announced June 16, 1995. A copy of the
Agreement is attached as Exhibit 1 hereto. The purchase price of $12
per share (approximately $4 million of which will be paid to a
subsidiary of AFC) will be paid in cash at a closing which is expected
to occur within the next several weeks.
Item 5. Interest in Securities of the Issuer.
As of June 16, 1995, the Reporting Persons beneficially owned,
through Great American Insurance Company, a wholly-owned subsidiary of
AFC ("GAI"), 349,600 shares (20.5%) of SJS Common Stock. Following
consummation of the transaction described in Item 4 hereof, the
Reporting Persons will no longer beneficially own five percent or more
of a class of SJS equity voting securities.
Pursuant to the Agreement, the Reporting Persons granted an
irrevocable proxy with respect to voting of their shares of SJS Common
Stock to EZS.
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 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See Item 5.
Item 7. Material to be filed as Exhibits.
(1) Agreement referred to in Item 4.
(2) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
(3) 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: June 20, 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
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Exhibit 1
SHAREHOLDERS AGREEMENT
This SHAREHOLDERS AGREEMENT (this "Agreement"), dated as of June 15,
1995, is by and among E-Z SERVE CORPORATION, a Delaware corporation
("Parent"), EZS ACQUISITION CORPORATION, a Delaware corporation
("Purchaser"), and persons whose signatures appear on the signature page
hereof (collectively referred to herein as the "Shareholders").
WHEREAS, Sunshine-Jr. Stores, Inc., a Florida corporation (the
"Company"), Parent and Purchaser are contemporaneously herewith entering
into an Agreement and Plan of Merger (the "Merger Agreement") which
provides, among other things, that Purchaser shall be required to make a
tender offer (as it may subsequently be amended, the "Offer"), upon the
terms and subject to the conditions thereof, to acquire all the
outstanding shares of common stock, par value $.10 per share (the
"Shares"), of the Company for $12.00 per Share, net to the seller in
cash, and thereafter Purchaser, subject to the terms and conditions
thereof and in accordance with the Florida Business Corporation Act,
will merge with and into the Company (the "Merger"), whereupon, among
other things, each then outstanding Share shall be converted into the
right to receive $12.00 per Share or any, higher price paid in the
Offer, net to the seller in cash; and
WHEREAS, as a condition to the willingness of Parent and Purchaser
to enter into the Merger Agreement, Parent and Purchaser have required
that the Shareholders enter into this Agreement, which provides, among
other things, for the Purchaser to acquire all of the Shares held by the
Shareholders (the "Purchase Stock") upon the terms and subject to the
conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained and intending to be legally
bound hereby, Parent, Purchaser and the Shareholders hereby agree as
follows:
1. Tender of Shares. Subject to the terms and conditions of this
Agreement, immediately, after the commencement of the Offer, but no
later than the close of business on the third business day after the
commencement of the Offer (including the day the Offer is commenced),
each Shareholder shall tender and not withdraw (and sell upon payment
for) pursuant to and in accordance with the terms of the Offer, all of
the Purchase Stock owned by such Shareholder. Upon the purchase of all
the Purchase Stock pursuant to the Offer in accordance with this
Agreement, this Agreement shall terminate. The parties acknowledge that
the Purchaser's obligation to accept for payment and pay for the
Purchase Stock in the Offer is subject to all the terms and conditions
of the Offer.
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2. Representations and Warranties of the Shareholders. The
Shareholders, severally and not jointly, hereby represent and warrant to
Parent and Purchaser (only on such Shareholder's behalf and, to the
extent applicable, with respect to the Shares owned by such Shareholder)
as follows:
(a) if the Shareholder is an individual, such Shareholder has the
right, power and capacity to execute and deliver this Agreement and to
consummate the transactions contemplated hereby;
(b) if such Shareholder is a trust, (i) the trust instrument under
which such Shareholder was established is in full force and effect under
the laws of the State of Florida, (ii) such Shareholder has the
requisite power to enter into and perform this Agreement, and (iii) the
execution, delivery and performance of this Agreement by such
Shareholder has been duly and validly authorized;
(c) if the Shareholder is a corporation, (i) such Shareholder is
duly organized, validly existing and in good standing under the laws of
the state of its incorporation, (ii) such Shareholder has the requisite
corporate power to enter into and perform this Agreement, and (iii) the
execution, delivery and performance of this Agreement by such
Shareholder has been duly and validly authorized;
(d) such Shareholder is the lawful beneficial owner of, and has (or
will have when such Shareholder tenders the Purchase Stock pursuant to
the Offer) good, valid and marketable title to, the number of Shares set
forth in Appendix "A" hereto opposite such Shareholder's name, free and
clear of all security interests, liens, charges, encumbrances and rights
of others of any nature whatsoever ("Liens").
(e) the number of Shares set forth in Appendix "A" hereto opposite
such Shareholder's name constitutes all of the securities (as defined,
in Section 3(10) of the Securities Exchange Act of 1934 defined in
Rule 13d-3 under the Exchange Act, which meaning shall apply for all
purposes of this Agreement) of the Company beneficially owned (as
defined in Rule 13d-3 under the Exchange Act, which meaning shall apply
for all purposes of this Agreement), directly or indirectly, by such
Shareholder, excluding any securities beneficially owned by any of such
Shareholder's affiliates or associates (as such terms are defined in
Rule 12b-2 under the Exchange Act, which definition shall apply for all
purposes of this Agreement) as to which such Shareholder does not have
voting or investment power;
(f) such Shareholder is not subject to or obligated under any
provision of (i) any contract, (ii) any license, franchise or permit, or
(iii) any law, regulation, order, judgment or decree that would be
breached or violated by the execution, delivery and performance of this
Agreement or the consummation of the transactions contemplated hereby;
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(g) no authorization, consent or approval of, or any filing with,
any public body or authority is necessary for consummation by it of the
transactions contemplated by this Agreement, except under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
rules and regulations promulgated thereunder (the "HSR Act") and the
Exchange Act;
(h) this Agreement has been duly executed and delivered by such
Shareholder and constitutes a legal, valid and binding agreement of such
Shareholder enforceable in accordance with its terms; and
(i) in accordance with Section I hereof, the Shareholders will
deliver to Purchaser pursuant to the Offer good and valid title in and
to the Purchase Stock, free and clear of any Liens.
3. Representations and Warranties of Parent and Purchaser. Parent and
Purchaser, jointly and severally, hereby represent and warrant to the
Shareholders as follows:
(a) each of Parent and Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware and has the requisite corporate power to enter into and perform
this Agreement;
(b) this Agreement has been duly authorized, executed and delivered
by Parent and Purchaser and constitutes a legal, valid and binding
agreement of Parent and Purchaser, enforceable in accordance with its
terms;
(c) neither Parent nor Purchaser is subject to or obligated under
any provision of (i) any contract, (ii) any license, franchise or permit
or (iii) any law, regulation, order, judgment or decree which would be
breached or violated by its execution, delivery and performance of this
Agreement or the consummation of the transactions contemplated hereby;
(d) no authorization, consent or approval of, or any filing with
any public body or authority is necessary for consummation by it of the
transactions contemplated by this Agreement, except under the HSR Act
and the Exchange Act; and
(e) Purchaser is purchasing the Purchase Stock pursuant to the
Offer for investment only and not with a view to any distribution
thereof in violation of the Securities Act of 1933 or any state blue sky
or securities laws.
4. Transfer of Shares. During the term of this Agreement, except as
otherwise provided herein, the Shareholders shall not:
(a) offer to sell, sell, pledge or otherwise dispose of or transfer
any interest in or encumber with any Lien any of the Purchase Stock,
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(b) acquire any Shares or other securities of the Company
(otherwise than in connection with a transaction of the type described
in Section 5 and any such additional shares or securities shall be
deemed Shares and included in the Shares subject to this Agreement);
(c) deposit the Shares into a voting trust, enter into a voting
agreement or arrangement with respect to the Shares or grant any proxy
or power of attorney with respect to the Shares other than pursuant to
this Agreement; or
(d) enter into any contract, option or other arrangement or
undertaking with respect to the direct or indirect acquisition or sale,
assignment or other disposition of or transfer of any interest in or the
voting of any Shares or any other securities of the Company.
5. Distributions: Adjustment on Changes in Capitalization. If on or
after the date of this Agreement there shall occur any cash or stock
dividend, stock split, recapitalization, combination or exchange of
shares, merger, consolidation, reorganization or other change or
transaction of or by the Company as a result of which shares of any
class of stock, other securities, cash or other property shall be issued
in respect of any Purchase Stock, or if any Purchase Stock shall be
changed into the same or a different number of shares of the same or
another class of stock or the securities, then, Purchaser shall receive
pursuant to the Offer and the Shareholders are hereby required to tender
pursuant to the Offer, in addition to the Purchase Stock, all such
shares of stock, other securities, cash or other property issued,
delivered or received with respect to such Purchase Stock.
6. Conditions. (a) The obligation of the Shareholders to
consummate the transactions contemplated hereby is subject to the
satisfaction or waiver at or prior to the closing of the Offer of the
following conditions:
(i) no statute, rule, regulation, executive order, decree, or
injunction shall have been enacted, entered, promulgated or enforced by
any court or governmental authority which prohibits the consummation of
the transactions contemplated hereby;
(ii) all authorizations, consents or approvals of or
terminations or expirations of waiting periods imposed by any
governmental entity necessary for the consummation of the transactions
contemplated hereby shall have been filed, occurred or been obtained;
(iii) Parent and Purchaser shall have performed in all material
respects all of its obligations hereunder and under the Merger Agreement
required to be performed by them at or prior to the time of payment for
the Purchase Stock;
(iv) neither the Company, Purchaser nor Parent shall have
terminated the Merger Agreement; and
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(v) the representations and warranties of the Purchaser
contained in this Agreement shall be true in all material respects at
the Effective Time as though made on and as of the Effective Time.
(b) The obligations of the Parent and the Purchaser to consummate
the transactions contemplated hereby are subject to the satisfaction or
waiver at or prior to the closing of the Offer of the following
conditions:
(i) no statute, rule, regulation, executive order, decree, or
injunction shall have been enacted, entered, promulgated or enforced by
any court or governmental authority which prohibits the consummation of
the transactions contemplated hereby;
(ii) all authorizations, consents or approvals of or
terminations or expirations of waiting periods imposed by any
governmental entity necessary for the consummation of the transactions
contemplated hereby shall have been filed, occurred or been obtained,
(iii) the Shareholders shall have performed in all material
respects all of their obligations hereunder prior to the Effective Time,
and the Company shall have performed in all material respects all of its
obligations under the Merger Agreement required to be performed by it at
or prior to the Effective Time;
(iv) neither the Company, Purchaser nor Parent shall have
terminated the Merger Agreement; and
(v) the representations and warranties of the Shareholders
contained in this Agreement shall be true in all material respects at
the Effective Time as though made on and as of the Effective Time.
7. Covenants of the Shareholders. After the date hereof, each
Shareholder agrees that it shall not take any action to solicit,
encourage or facilitate any takeover proposal, or any inquiry or action
that may reasonably be expected to lead to, any takeover proposal (as
defined in the Merger Agreement), including soliciting, initiating or
conducting negotiations with or providing any information to, any person
(other than Parent or any affiliate) concerning any actual or potential
takeover proposal; provided, however, nothing contained herein shall
prohibit any Shareholder from taking any such action solely in his or
her capacity as a director of the Company to the extent permitted under
Section 6.2 of the Merger Agreement.
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8. Voting of Shares. Each Shareholder, by this Agreement, does
hereby constitute and appoint Purchaser, or any nominee thereof, with
full power of substitution, during and for the term of this Agreement,
as such Shareholder's true and lawful attorney and proxy, for and in
such Shareholder's name, place and stead, to vote each share of the
Purchase Stock at any annual, special or adjourned meeting of the
shareholders of the Company (and this appointment shall include the
right to sign such Shareholder's name (as shareholder) to any consent,
certificate or other document relating to the Company which the laws of
the State of Florida may require or permit) (i) in favor of the Merger,
the execution and delivery by the Company of the Merger Agreement and
the approval and adoption of the terms thereof and each of the other
actions contemplated by the Merger Agreement and this Agreement and any
actions required in furtherance thereof and hereof, (ii) against any
action or agreement that would result in a breach in any respect of any
covenant, agreement, representation or warranty of the Company under the
Merger Agreement; and (iii) against the following actions (other than
the Merger and the other transactions contemplated by the Merger
Agreement):
(a) any extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving the Company;
(b) a sale, lease or transfer of a material amount of assets of the
Company, or a reorganization, recapitalization, dissolution or
liquidation of the Company;
(c) (1) any change in a majority of the persons who constitute the
board of directors of the Company as of the date hereof, (2) any change
in the present capitalization of the Company or any amendment of the
Company's Restated Certificate of Incorporation or Bylaws, as amended to
date; (3) any other material change in the Company's corporate structure
or business; or (4) any other action which, in the case of each of the
matters referred to in clauses (c)(1), (2), (3) and (4), is intended, or
could reasonably be expected, to impede, interfere with, delay,
postpone, or adversely affect the Merger and the other transactions
contemplated by this Agreement and the Merger Agreement; provided,
however, that nothing contained in this Section 8 shall prohibit or
restrain any Shareholder from complying with his or her fiduciary
obligations as a director or officer of the Company, as advised in
writing by independent counsel. This proxy and power of attorney is a
proxy and power coupled with an interest, and each Shareholder declares
that it is irrevocable. Each Shareholder hereby revokes all and any
other proxies with respect to such Shareholder's Shares that may have
heretofore made or granted.
9. Termination. If the purchase of the Purchase Stock pursuant to the
Offer shall not have occurred., this Agreement shall terminate upon the
termination of the Merger Agreement.
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10. No Brokers. Each of the Shareholders, Parent and Purchaser
represents, as to itself and its affiliates (other than as disclosed by
the Company pursuant to Section 9.2 of the Merger Agreement), that no
agent, broker, investment banker or other firm or person is or will be
entitled to any broker's or finder's fees or any other commission or
similar fee in connection with any of the transactions contemplated by
this Agreement and respectively agrees to indemnify and hold the others
harmless from and against any and all claims, liabilities or obligations
with respect to any such fees, commissions or expenses asserted by any
person on the basis of any act or statement alleged to have occurred or
been made by such party or its affiliates.
11. Survival of Representations. The representations, warranties and
agreements made hereunder by the parties to this Agreement shall not
survive the Merger.
12. Best Efforts: Further Assurances.
(a) Upon the terms and subject to the conditions herein provided,
each of the parties hereto agrees to use its reasonable best efforts to
take, or cause to be taken, all action, and to do, or cause to be done,
all things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the transactions
contemplated by this Agreement.
(b) From time to time after the tender or purchase of the Purchase
Stock pursuant to the Offer, and without additional consideration, the
Shareholders will execute and deliver, or cause to be executed and
delivered, such additional or further transfers, assignments,
endorsements, consents and other instruments as Parent or Purchaser may
reasonably request for the purpose of effectively carrying out the
transactions contemplated by this Agreement or the Offer, including the
transfer of the Purchase Stock to Purchaser after payment therefor and
the release of any and all Liens with respect thereto.
13. Assignment. Neither this Agreement nor any of the rights, interest
or obligations hereunder shall be assigned by any party hereto without
the prior written consent of the other parties, except that (i) Parent
may assign, in its sole discretion, any or all or its rights, interest
and obligations hereunder to any of its direct or indirect wholly-owned
subsidiaries; provided, however, that any such assignment shall not
relieve Parent from its obligations hereunder and (ii) Parent and
Purchaser may assign and grant a security interest in their respective
rights, interests and benefits hereunder (and under any related
instruments or documents) for the purposes of securing loans made or to
be made to Parent or any subsidiary of Parent. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of
and be enforceable by the parties hereto and their respective successors
and permitted assigns.
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14. Specific Performance. The Shareholders acknowledge that, in the
event of any breach by them of this Agreement, Parent would be
irreparably harmed and could not be made whole by monetary damages. It
is accordingly agreed that Parent, in addition to any other remedy to
which it may be entitled at law or in equity, shall be entitled to an
in' junction or injunctions to prevent breaches of this Agreement and/or
to compel specific performance of this Agreement in any action
instituted in any court of the United States or any state thereof having
subject matter jurisdiction.
15. Expenses. All legal and other costs and expenses incurred in
connection with this Agreement and the consummation of the transactions
contemplated hereby shall be paid by the party incurring such expenses.
16. Amendments. This Agreement may not be amended except by an
instrument
in writing signed by each of the parties hereto.
17. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and
shall be deemed to have been duly given upon receipt) by delivery in
person, by cable, telefax, telegram or telex, or by registered or
certified mail (postage prepaid, return receipt requested) to the
respective parties as follows:
if to Parent:
E-Z Serve Corporation
2550 North Loop West, Suite 600
Houston, Texas 77092
Attention: John T. Miller
if to a Shareholder, to the address set forth opposite such
Shareholder's name on the signature page hereof or to such other address
as the person to whom notice is given may have previously forwarded to
the others in writing in the manner set forth above.
18. Interpretation. The descriptive headings herein are for convenience
of reference only and are not intended to be part of or to affect the
meaning or interpretation of this Agreement. As used in this Agreement,
"include", "includes", or "including" shall be deemed to be followed by
the words "without limitation" whether or not they are in fact followed
by such words or words of like import.
19. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all
of which shall constitute one and the
same agreement.
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20. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof.
21. Parties in Interest. This Agreement shall be binding upon and inure
solely to the benefit of each party hereto and nothing in this
Agreement, express or implied, is intended to confer upon any other
person any rights, benefits or remedies of any nature whatsoever under
or by reason of this Agreement.
22. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, regardless of the laws
that might otherwise govern under applicable principles of conflicts of
laws thereof.
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IN WITNESS WHEREOF, Parent, Purchaser and the Shareholders have duly
executed this Agreement as of the date first above written.
E-Z Serve Corporation
By:
Name:
Title:
EZS Acquisition Corporation
By:
Name:
Title:
Leona J. Lewis Revocable Trust
By:
Name: Leona J. Lewis
Title: Trustee
And By:
Name: Lana Jane Lewis-Brent
Title: Trustee
Luther D. Lewis, Jr.
Lana Jane Lewis-Brent
Paul Brent
Donna Sue Raines
American Financial Corporation
By:
Name:
Title:
Address:
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Appendix "A"
Purchase Stock Ownership)
Number of Percent of
Name Shares Equity
Lewis Family Group:
Leona J. Lewis Revocable Trust 215,521
Luther D. Lewis, Jr. 297,970*
Lana Jane Lewis-Brent 135,523
Paul Brent 687
Donna Sue Raines 295,970**
TOTAL 944,984 55.53%
American Financial Corporation 349,600 20.54%
GRAND TOTAL 1,294,584 76.07%
* Includes 82,500 shares presently registered in the name of and held by
the Leona J. Lewis Revocable Trust. Pursuant to a written litigation
Settlement Agreement dated November 30, 1993, such shares (82,500) will
be assigned and delivered by the Trust to Luther D. Lewis, Jr. for his
subsequent tender and sale to Purchaser in accordance with the terms and
conditions of the Offer.
**Includes 82,500 shares presently registered in the name of and held by
the Leona J. Lewis Revocable Trust. Pursuant to a written litigation
Settlement Agreement dated November 30, 1993, such shares (82,500) will
be assigned and delivered by the Trust to Donna Sue Raines for her
subsequent tender and sale to Purchaser in accordance with the terms and
conditions of the Offer.
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Exhibit 2
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
- 17 -
<PAGE>
Exhibit 3
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
- 18 -
<PAGE>
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
- 19 -
<PAGE>
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
- 20 -
<PAGE>
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
-21-
