-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, nmpBenbA9gqh+lcikmdKatKtK1U3nLG10Pk6jFPQHCmsiYdntMbgWFUtI2mkXGdq kV3oa/xnvJ+FQHyZzRMbtw== 0000005016-94-000010.txt : 19940316 0000005016-94-000010.hdr.sgml : 19940316 ACCESSION NUMBER: 0000005016-94-000010 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN FINANCIAL CORP CENTRAL INDEX KEY: 0000005016 STANDARD INDUSTRIAL CLASSIFICATION: 6331 IRS NUMBER: 310624874 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 34 SEC FILE NUMBER: 001-07361 FILM NUMBER: 94516135 BUSINESS ADDRESS: STREET 1: ONE E 4TH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135792121 8-A12B 1 REGISTRATION STATEMENT ON FORM 8-A As filed with the Securities and Exchange Commission on March 15, 1994. FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 American Financial Corporation (Exact name of registrant as specified in its charter) Ohio 31-0624874 (State of incorporation (I.R.S. Employer or organization) Identification No.) One East Fourth Street Cincinnati, Ohio 45202 (Address of principal executive offices) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which each class is to be registered 9-3/4% Debentures Due April 20, 2004 Pacific Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None Page 1 of 7 Pages Exhibit Index is on Page 7 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Regis- tered. General The Debentures will be unsecured obligations of American Financial Corporation ("AFC") and issued under an Indenture between AFC and Star Bank, National Association as Trustee. The following statements are summaries of certain provisions of the Indenture and do not purport to be complete. The Indenture has been filed with the Securities and Exchange Commission and references herein to the Indenture are qualified in their entire- ty by the express provisions of the Indenture. The Indenture provides for the issuance of up to $750 million principal amount of Debentures of which approximately $550 million could be issued pursuant to an exchange offer (the "Exchange Offer"). Additional Debentures may be issued in future exchange offers or in other transactions. The Debentures are issuable as registered debentures without coupons in denomina- tions of $1,000 and any multiple thereof. The Debentures are exchangeable and transferable at the office of the transfer agent which the Company has designated as Securities Transfer Company, One East Fourth Street, Cincinnati, Ohio 45202. No service charge will be made for the transfer or exchange of Debentures, but AFC may require payment of sums sufficient to cover any tax or other governmental charge. (Sections 2.03 and 2.06 of the Indenture; further references to Sections are references to the Indenture.) Principal, Maturity and Interest The Debentures bear interest at the rate of 9-3/4% per annum which is payable semi-annually on April 20 and October 20 each year to holders of record on the April 1 and October 1 next preceding the interest payment date. Interest on the Debentures will accrue from April 20, 1994. They will mature on April 20, 2004. Payments of principal and premium, if any, and interest payable on redemption (other than interest payable on April 20 and October 20) will be made at the office of the Paying Agent in Cincinnati, Ohio, upon surrender of the Debentures. (Section 3.01) Optional Redemption The Debentures will be redeemable after April 20, 1999 at the option of AFC, as a whole or in part, on not less than 30 nor more than 60 days' written notice, at the following prices, expressed as a percentage of the principal amount, together with interest accrued to the date fixed for redemption. If redeemed on or after April 20 of: Redemption Redemption Year Price Year Price 1999 . . . . . . . . 104.75% 2001 . . . . . . . . 101.75% 2000 . . . . . . . . 103.25% 2002 and thereafter . 100.00% Redemptions will be made in $1,000 denominations with the Trustee determining the particular Debentures to be redeemed by lot at its discretion. (Sections 4.01, 4.02 and 4.03) No Sinking Fund The Indenture contains no sinking fund provisions. No Financial Covenants The Indenture contains no provisions which restrict the issuance of additional securities, the incurring of additional debt, the declaration of dividends or the retirement of equity securities. The Indenture does not require the maintenance of any particular ratios or the creation or maintenance of reserves, nor does it contain any other financial covenants. Modification and Satisfaction of Indentures The Indenture may be amended or supplemented by AFC and the Trustee with the consent of the holders of not less than a majority in principal amount of the Debentures then outstanding; but no modification of the terms of payment of principal or interest on the Debentures and no modification impairing or reducing the percentage required for modification will be effec- tive against any holder without his consent. (Section 9.02) The Indenture may be satisfied and discharged upon cancella- tion of all the Debentures or, under certain conditions, upon deposit with the Trustee of funds or securities sufficient therefor. (Section 8.01) Limitations on Claims in Bankruptcy or on Acceleration Upon an Event of Default Under the Indenture, the Trustee or the holders of 25% or more of the outstanding principal amount of Debentures may declare an acceleration if an Event of Default occurs and is continuing, even if the bankruptcy of AFC does not result in or was not the cause of the Event of Default. Under the terms of the Indenture, should an acceleration be declared as a result of the occurrence and continuation of an Event of Default absent bankruptcy, the claim of a holder of Debentures is for the full principal amount of the holder's Debentures. (Section 6.02) The amount that a holder would be able to recover from AFC may, however, be limited by applicable law to the issue price (the market value at the time of issuance) of the Debentures plus the portion of any original issue discount which has been amor- tized. Events of Default The following events are defined in the Indenture as "Events of Default": failure to pay principal or premium when due for 20 days; failure to pay interest when due for 30 days; failure to perform any other covenants in the Indenture for 90 days after notice; certain events of bankruptcy, insolvency or reorganiza- tion of AFC; the occurrence of an event of default in any other instrument under which AFC has or may issue debt which has not been cured within 30 days after notice of such default; or failure to pay any funded debt in excess of $10,000,000 now existing or existing after the date of the Indenture within 20 days after stated maturity. Upon the happening and during the continuance of any Event of Default, the Trustee or the holders of at least 25% in principal amount of the outstanding Debentures may declare the principal and accrued interest of all Debentures due and payable. The Indenture provides that such declaration and its consequences may, in certain events, be annulled by the holders of a majority in principal amount of the outstanding Debentures. (Article 6) The Indenture provides that if a default occurs and is continuing and is actually known to the Trustee, the Trustee shall, within 90 days thereafter, give to the holders notice of all uncured defaults known to it (the term default to include the events specified above without grace periods); provided that, except in the case of default in payment of principal of or interest in respect of the Debentures, the Trustee shall be protected in withholding such notice if it in good faith deter- mines that the withholding of such notice is in the interest of the holders. (Section 7.05) AFC must furnish to the Trustee within 120 days after the end of each fiscal year, a certificate of certain officers of AFC as to whether such persons have knowledge of any default under the Indenture. (Section 3.04) The holders of a majority in aggregate principal amount of outstanding Debentures will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, except that the Trustee shall not be so required to act unless reasonable indemnity shall be offered against the costs, expenses and liabilities of such act, or except as otherwise provided in the Indenture. (Sections 6.05 and 7.01) Trustee The Trustee serves as trustee under indentures relating to other debt of AFC and certain of its subsidiaries and affiliates and has loans outstanding to certain subsidiaries and affiliates of AFC. The Trustee has no other material relationship with AFC. Authenticating Agent, Paying Agent, Registrar Securities Transfer Company, an Ohio limited partnership, Cincinnati, Ohio, has been designated by AFC as the Authenticat- ing Agent, Paying Agent and Registrar for the Debentures. AFC may change the Authenticating Agent, Paying Agent and Registrar without prior notice. AFC is the general partner of Securities Transfer Company and certain subsidiaries and affiliates of AFC are limited partners of Securities Transfer Company. AFC or any of its subsidiaries or affiliates may act in such capacities. Original Issue Discount A Debenture received pursuant to the Exchange Offer will have original issue discount if and to the extent that the stated redemption price at maturity (as defined in section 1273(a)(2) of the Internal Revenue Code of 1986, as amended (the "Code")) of the Debenture exceeds the issue price of such Debentures (as determined under section 1273(b)(3) of the Code). Such original issue discount is includible in the holder's income (as interest income) on an economic accrual basis over the term of the Deben- ture. The original issue discount on a Debenture will be deemed to be zero if such discount does not exceed the product of (i) .25 percent of the stated redemption price at maturity of such Debenture, multiplied by (ii) the number of complete years to maturity of such Debenture. AFC does not anticipate that the Debentures will have original issue discount. Item 2. Exhibits. 1. Form of Indenture between the Registrant and Star Bank, National Association, as Trustee, relating to the Registrant's 9-3/4% Debentures Due April 20, 2004 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this regis- tration statement to be signed on its behalf by the undersigned, thereto duly authorized. AMERICAN FINANCIAL CORPORATION Date: March 15, 1994 By: James C. Kennedy James C. Kennedy Title: Deputy General Counsel and Secretary EXHIBIT INDEX Sequential Exhibit No. Description of Exhibit Page No. 1 Form of Indenture between the Reg- * istrant and Star Bank, National Association, as Trustee, relating to the Registrant's 9-3/4% Deben- tures due April 20, 2004 * Incorporated by reference to the Form T-3 for Applications for Qualification of Indentures under the Trust Indenture Act of 1939 (File No. 22-22177) -----END PRIVACY-ENHANCED MESSAGE-----