-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JVjtKtc1qK7+rFer0J7RdJwjOgAxzD/7TKjdu5amegbXhUOQAhRvG6JAHiHPs0Yk N/JBVot3gm1WPMovOpiG0Q== 0000933537-97-000010.txt : 19970418 0000933537-97-000010.hdr.sgml : 19970418 ACCESSION NUMBER: 0000933537-97-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970417 SROS: NYSE GROUP MEMBERS: AMERICAN FINANCIAL CORPORATION GROUP MEMBERS: AMERICAN FINANCIAL GROUP INC ET AL GROUP MEMBERS: AMERICAN FINANCIAL GROUP, INC. GROUP MEMBERS: CARL H. LINDNER GROUP MEMBERS: CARL H. LINDNER III GROUP MEMBERS: KEITH E. LINDNER GROUP MEMBERS: S. CRAIG LINDNER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EAGLE GROUP INC CENTRAL INDEX KEY: 0000882800 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 752100622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47725 FILM NUMBER: 97582547 BUSINESS ADDRESS: STREET 1: 12801 N CENTRAL EXPRWY STREET 2: STE 800 CITY: DALLAS STATE: TX ZIP: 75243 BUSINESS PHONE: 2144481400 MAIL ADDRESS: STREET 1: 12801 N CENTRAL EXPRESSWAY STREET 2: STE 800 CITY: DALLAS STATE: TX ZIP: 75243 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN FINANCIAL GROUP INC ET AL CENTRAL INDEX KEY: 0000943523 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 311422526 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE EAST FOURTH STREET SUITE 919 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135792540 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PREMIER GROUP INC ET AL DATE OF NAME CHANGE: 19950405 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) American Eagle Group, Inc. --------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value --------------------------------------------------------------- (Title of Class of Securities) 02553B102 --------------------------------------------------------------- (CUSIP Number) James E. Evans, Esq. One East Fourth Street Cincinnati, Ohio 45202 (513) 579-2536 --------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 11, 1997 --------------------------------------------------------------- (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 [ ]. Page 1 of 14 Pages CUSIP NO. 469858401 13D Page 2 of 14 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 6,782,667 (See Item 5) 9 SOLE DISPOSITIVE POWER - - - 10 SHARED DISPOSITIVE POWER 6,782,667 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,782,667 (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) 49.5% (See Item 5) 14 TYPE OF REPORTING PERSON* HC HC CUSIP NO. 469858401 13D Page 3 of 14 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Carl H. Lindner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 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 Citizen 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER - - - 8 SHARED VOTING POWER 6,782,667 9 SOLE DISPOSITIVE POWER - - - 10 SHARED DISPOSITIVE POWER 6,782,667 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON, 6,782,667 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.5% 14 TYPE OF REPORTING PERSON* IN CUSIP NO. 46985840 13D Page 4 of 14 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Carl H. Lindner III 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 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 Citizen 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER - - - 8 SHARED VOTING POWER 6,782,667 9 SOLE DISPOSITIVE POWER - - - 10 SHARED DISPOSITIVE POWER 6,782,667 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,782,667 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.5% 14 TYPE OF REPORTING PERSON* IN CUSIP NO. 46985840 13D Page 5 of 14 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS S. Craig Lindner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 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 Citizen 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER - - - 8 SHARED VOTING POWER 6,782,667 9 SOLE DISPOSITIVE POWER - - - 10 SHARED DISPOSITIVE POWER 6,782,667 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,782,667 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.5% 14 TYPE OF REPORTING PERSON* IN CUSIP NO. 46985840 13D Page 6 of 14 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Keith E. Lindner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 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 Citizen 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER - - - 8 SHARED VOTING POWER 6,782,667 9 SOLE DISPOSITIVE POWER - - - 10 SHARED DISPOSITIVE POWER 6,782,667 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,782,667 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.5% 14 TYPE OF REPORTING PERSON* IN This Amendment No. 2 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"). All capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Schedule 13D. Items not included in this amendment are either not amended or are not applicable. Item 4. Purpose of Transaction. Please see the American Financial News Release attached hereto as Exhibit 1. Item 5. Interest in Securities of the Issuer. Upon consummation of the transactions described in the News Release attached hereto as Exhibit 1, the Reporting Persons beneficial ownership of American Eagle Common Stock will be reduced from approximately 49.5% (as set forth below) to less than two percent of the outstanding shares of American Eagle Common Stock. As of April 15, 1997, assuming conversion of the Preferred Shares, the Reporting Persons beneficially owned 6,782,667 shares of American Eagle Common Stock as follows: Preferred Holder Shares (a) Common Stock -------------- --------------- -------------- GAI (b) 350,000 66,000 MID (c) -0- 50,000 Total: 350,000 116,000 (a) Each Preferred Share is convertible into 19.04762 shares of American Eagle Common Stock. (b) GAI = Great American Insurance Company, 100% owned by AFC. (c) MID = Mid-Continent Casualty Company, 100% owned by GAI. To the best knowledge and belief of the undersigned, no transactions involving American Eagle equity securities have been effected during the past 60 days by the Reporting Persons or by the directors or executive officers of American Financial or AFC. - 7 - Item 7. Material to be filed as Exhibits. (1) News Release of American Financial Group, Inc. dated April 14, 1997. (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: April 17, 1997 AMERICAN FINANCIAL GROUP, INC. By: James C. Kennedy James C. Kennedy, Deputy General Counsel and Secretary 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 - 8 - Exhibit 1 AMERICAN FINANCIAL GROUP, INC. NEWS RELEASE Date: April 14, 1997 Contact: Anne N. Watson For Release: Immediately Phone: (513) 579-6652 Web Site: http://www.amfnl.com AMERICAN FINANCIAL GROUP AGREES TO ACQUIRE GENERAL AVIATION INSURANCE BUSINESS (Cincinnati, Ohio) American Financial Group, Inc. (NYSE: AFG) announced today that it had executed an agreement with American Eagle Group, Inc. (NYSE: FLI) and American Eagle's wholly-owned subsidiary, American Eagle Insurance Company. Under the agreement, AFG will acquire American Eagle's general aviation insurance assets and related liabilities (approximately $75 million) in exchange for (i) transferring the American Eagle Series D Voting Convertible Preferred Stock acquired by AFG on December 31, 1996 and (ii) a cash payment estimated to be in the range of $10-12 million based on certain of the assets to be transferred to AFG in the transaction. After the closing of this transaction, AFG will pay American Eagle a normal commission rate on renewal business. As a result of this acquisition, AFG expects 1997 gross written premium to approach $100 million on the general aviation business acquired. The closing of the transaction is subject to approval by American Eagle shareholders (holders of a majority of American Eagle's voting stock have agreed to vote in favor) and applicable regulatory approvals. American Financial Group is engaged primarily in specialty and multi- line property and casualty insurance businesses and in the sale of tax- deferred annuities and certain life and health insurance products. - 9 - Exhibit 1 AGREEMENT This Agreement executed this 7th day of April, 1995, is by and among 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 American Premier, AFC and their 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 V.P. & 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 - 10 - 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 Financial 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 Financial 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 - 11 - 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 Financial 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 Financial 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 - 12 - 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 Financial 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 Financial 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 - 13 - 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 Financial 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 Financial 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 - 14 - -----END PRIVACY-ENHANCED MESSAGE-----