AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1997
REGISTRATION NO. 33-62459
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
AMERICAN FINANCIAL GROUP, INC.,
FORMERLY AMERICAN FINANCIAL GROUP HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
OHIO 31-1544320
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
ONE EAST FOURTH STREET
CINCINNATI, OHIO 45202
(513) 579-2121
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
James C. Kennedy, Esq.
American Financial Group, Inc.
9th Floor, Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2121
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |X|
<PAGE>
This Post-Effective Amendment is being filed pursuant to Rule 414 under the
Securities Act of 1933 by American Financial Group, Inc., an Ohio corporation
(formerly known as American Financial Group Holdings, Inc.)(this successor
corporation is referred to in this Explanatory Note as "New AFG").
On December 2, 1997, the shareholders of AFC Holdings Company (formerly known as
American Financial Group, Inc.) (formerly known as American Premier Group, Inc.)
(this predecessor corporation is referred to in this Explanatory Note as "Old
AFG") voted to approve a reorganization pursuant to which Old AFG became a
wholly-owned subsidiary of New AFG.
Pursuant to Rule 414(d) under the Securities Act of 1933, New AFG, as successor
to Old AFG, hereby adopts this Registration Statement as its own registration
statement for all purposes of the Securities Act of 1933 and the Securities
Exchange Act of 1934.
The contents of this Registration Statement Number 33-62459, including each
respective amendment thereto, are hereby incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Cincinnati, State of Ohio,
as of the 17th day of December, 1997.
AMERICAN FINANCIAL GROUP, INC.
By: /S/ Carl H. Lindner
-----------------------------------
Carl H. Lindner
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment to the Registration Statement has been signed by the following persons
in the capacities indicated as of the 17th day of December, 1997.
Signature Title
*---------------------------
Carl H. Lindner Chairman of the Board
*---------------------------
Carl H. Lindner III Director
*---------------------------
Keith E. Lindner Director
*---------------------------
S. Craig Lindner Director
*---------------------------
Theodore H. Emmerich Director
*---------------------------
James E. Evans Director
<PAGE>
*---------------------------
William R. Martin Director
/S/ Fred J. Runk
- ------------------------------ Senior Vice President & Treasurer
Fred J. Runk (Principal Financial Officer and
Accounting Officer)
*By: /S/ James C. Kennedy
--------------------------
James C. Kennedy, Attorney-in-Fact
