As filed with the Securities and Exchange Commission on November 25, 1997.
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 Group Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 31-1544320
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
One East Fourth Street
Cincinnati, Ohio 45202
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(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
Common Stock, without par value New York Stock Exchange
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If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [x]
If this Form relates to the registration of a class of a class of
securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which
this form relates: 333-31427 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
Registered.
The Description of Common Stock is incorporated by reference to page 44 of
Amendment No. 5 to the Registrant's Registration Statement on Form S-4,
Registration No. 333-31427 filed October 29, 1997.
Item 2. Exhibits.
2. Registration Statement No. 333-31427 filed on Form S-4
effective October 30, 1997.
4. Articles of Incorporation and Code of Regulations of
American Financial Group, Inc. incorporated by reference to
Exhibits 3.1 and 3.2 of Registration Statement No. 333-31427
filed on Form S-4 effective October 30, 1997.
5. Specimen of Common Stock certificate (filed herewith.)
The Registrant's name will be changed to American Financial Group, Inc.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
AMERICAN FINANCIAL GROUP HOLDINGS, INC.
Date: November 25, 1997 BY: /s/James C. Kennedy
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James C. Kennedy, Esq.
Title: Secretary
<PAGE>
EXHIBIT 5
STOCK CERTIFICATE
[FRONT]
COMMON COMMON
STOCK STOCK
Without Par Value Without Par Value
Number Shares
This certificate is transferable CUSIP 025932 10 4
in Cincinnati, Ohio or in See reverse side for certain
New York, New York definitions and other information
AMERICAN FINANCIAL GROUP, INC.
Organized under the laws of the State of Ohio
This Certifies that____________________ is the registered holder of ___________
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
American Financial Group, Inc., (hereinafter referred to as the
"Corporation") transferable on the books of the Corporation by the
holder hereof in person or by duly authorized attorney upon surrender of
this certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to all of the
provisions of the Articles of Incorporation and the Code of Regulations
of the Corporation, as now or hereafter amended, (copies of which are on
file with the Transfer Agent), to all of which the holder by acceptance
hereof assents. This certificate is not valid until countersigned by the
Transfer Agent and registered by the Registrar.
[SEAL]
Dated:__________________
Countersigned and registered
American Financial Group, Inc.
By Transfer Agent /s/James C. Kennedy /s/Carl H. Lindner
and Registrar Secretary Chairman of the
Authorized Signature Board and Chief
Executive Officer
<PAGE>
STOCK CERTIFICATE
[BACK]
AMERICAN FINANCIAL GROUP, INC.
THE CORPORATION WILL MAIL WITHOUT CHARGE TO THE HOLDER HEREOF, WITHIN
FIVE (5) DAYS AFTER RECEIPT OF WRITTEN REQUEST THEREFOR TO ITS SECRETARY OR TO
THE TRANSFER AGENT, A COPY OF THE EXPRESS TERMS OF THE SHARES REPRESENTED HEREBY
AND OF THE SHARES OF EACH OTHER CLASS OR CLASSES AND SERIES OF SHARES OF STOCK
OF THE CORPORATION AUTHORIZED TO BE ISSUED.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ..Custodian.....
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of Under Uniform Gifts
survivorship and not as to Minors Act......
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
For value received, _________________ hereby sell, assign and transfer unto
[please insert Social Security or other identifying number of assignee]
________________________________
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Please Print or Type Name and Address Including Postal Zip Code of Assignee
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- ------------------------------------------------------------------ Shares of the
capital stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint----------------------------------------------------------
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated, ______________________
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NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular, without alteration
or enlargement, or any change whatever.
