-----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, G1d8EPnucp1+GYIrzkM2ZXiaOLiU9pTF4YyDDY/sM0fwLQ3A/S9DtII170dJSEcP f0jlR9ni6+E+e+a+p1DmGw== 0000933537-95-000017.txt : 19950427 0000933537-95-000017.hdr.sgml : 19950427 ACCESSION NUMBER: 0000933537-95-000017 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950426 EFFECTIVENESS DATE: 19950515 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PREMIER GROUP INC CENTRAL INDEX KEY: 0000933537 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 311422526 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58827 FILM NUMBER: 95531334 BUSINESS ADDRESS: STREET 1: ONE EAST FOURTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135796600 MAIL ADDRESS: STREET 1: ONE EAST FOURTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 S-8 1 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 --------------------------------------------------------- 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 --------------------------------------------------------- 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
- -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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.
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 II-1 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 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 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 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 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.
Signature Title Date * 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. II-6 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.
II-7 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. EX-4 2 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 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 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 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 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 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 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 (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. 8 EX-5 3 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 EX-23 4 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 -----END PRIVACY-ENHANCED MESSAGE-----