SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report: July 11, 1997 Commission File No. 1-8013
(Date of earliest event reported)
AMERICAN FINANCIAL ENTERPRISES, INC.
Incorporated under IRS Employer
the laws of Connecticut Identification No. 31-0996797
One East Fourth Street
Cincinnati, Ohio 45202
Phone: (513) 579-2121
Former name or former address, if changed since last report - not
applicable.
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AMERICAN FINANCIAL ENTERPRISES, INC.
FORM 8-K
Item 5. Other Events.
On July 11, 1997, American Financial Enterprises, Inc.
("AFEI") entered into a merger agreement with American Financial
Group, Inc. ("AFG"). Under the merger agreement, AFG will
acquire all of the shares of AFEI Common Stock which it does not
currently own. Please see the News Release attached hereto as
Exhibit 1.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not Applicable
(b) Not Applicable
(c) Exhibit (99) Additional Exhibits.
(1) American Financial Enterprises, Inc. News
Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
AMERICAN FINANCIAL ENTERPRISES, INC.
July 14, 1997 By: James C. Kennedy
James C. Kennedy
Deputy General Counsel & Secretary
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Exhibit 1
AMERICAN FINANCIAL ENTERPRISES, INC.
NEWS RELEASE
Date: July 11, 1997 Contact: Anne N. Watson
For Release: Immediately Phone: (513) 579-6652
AMERICAN FINANCIAL ENTERPRISES
ANNOUNCES SIGNING OF MERGER AGREEMENT
(Cincinnati, Ohio) American Financial Enterprises, Inc.
("AFEI") announced today that it has entered into an agreement
with American Financial Group, Inc. pursuant to which AFG will
acquire all of the shares of AFEI common stock (approximately 18%
of those outstanding) which it does not currently own.
Under the AFEI merger agreement, all publicly-held shares of
AFEI will be exchanged, at the option of AFEI shareholders, for
(i) shares of common stock of a new holding company formed by AFG
on a one-for-one basis, or (ii) $37.00 per share in cash. There
are approximately 2.7 million shares of AFEI common stock
outstanding (including yet-unexercised employee stock options)
which are not beneficially owned by AFG. The transaction has
been structured to be tax-free to AFEI shareholders who receive
solely shares of common stock of the new holding company in the
merger.
The transaction is subject to approval of two-thirds of
AFEI's shareholders other than AFG.
This announcement does not constitute a solicitation of
proxies or consents of AFEI shareholders, which will only be made
by means of a proxy statement/prospectus relating to the proposal
which has yet to be filed with the Securities and Exchange
Commission.
AFEI is a holding company whose assets consist primarily of
investments in American Financial Group, Inc. and American
Annuity Group, Inc. AFEI's common stock trades on the Pacific
and Chicago Stock Exchanges under the symbol "AFE."
AFG 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. AFG's common stock trades on the New York Stock
Exchange under the symbol "AFG."
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