As filed with the Securities and Exchange
Commission
on March 15, 1994.
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 Corporation
(Exact name of registrant as specified in its
charter)
Ohio 31-0624874
(State of incorporation (I.R.S.
Employer
or organization) Identification
No.)
One East Fourth Street
Cincinnati, Ohio 45202
<PAGE>
(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
9-3/4% Debentures Due April 20, 2004 Pacific Stock
Exchange
Securities to be registered pursuant to Section 12(g)
of the Act:
None
<PAGE>
Page 1 of 7 Pages
Exhibit Index is on Page 7
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to
be Regis-
tered.
General
The Debentures will be unsecured obligations of
American
Financial Corporation ("AFC") and issued under an
Indenture
between AFC and Star Bank, National Association as
Trustee. The
following statements are summaries of certain
provisions of the
Indenture and do not purport to be complete. The
Indenture has
been filed with the Securities and Exchange
Commission and
references herein to the Indenture are qualified in
their entire-
ty by the express provisions of the Indenture.
The Indenture provides for the issuance of up
to $750
million principal amount of Debentures of which
approximately
$550 million could be issued pursuant to an exchange
offer (the
"Exchange Offer"). Additional Debentures may be issued
in future
exchange offers or in other transactions. The
Debentures are
issuable as registered debentures without coupons in
denomina-
tions of $1,000 and any multiple thereof. The
Debentures are
exchangeable and transferable at the office of the
transfer agent
which the Company has designated as Securities
Transfer Company,
One East Fourth Street, Cincinnati, Ohio 45202.
No service
charge will be made for the transfer or exchange of
Debentures,
but AFC may require payment of sums sufficient to
<PAGE>
cover any tax
or other governmental charge. (Sections 2.03 and
2.06 of the
Indenture; further references to Sections are
references to the
Indenture.)
Principal, Maturity and Interest
The Debentures bear interest at the rate of 9-3/4%
per annum
which is payable semi-annually on April 20 and
October 20 each
year to holders of record on the April 1 and
October 1 next
preceding the interest payment date. Interest on the
Debentures
will accrue from April 20, 1994. They will mature on
April 20,
2004. Payments of principal and premium, if any,
and interest
payable on redemption (other than interest payable on
April 20
and October 20) will be made at the office of the
Paying Agent in
Cincinnati, Ohio, upon surrender of the Debentures.
(Section
3.01)
Optional Redemption
The Debentures will be redeemable after April
20, 1999 at
the option of AFC, as a whole or in part, on not less
than 30 nor
more than 60 days' written notice, at the
following prices,
expressed as a percentage of the principal amount,
together with
interest accrued to the date fixed for redemption.
If redeemed
on or after April 20 of:
<PAGE>
Redemption
Redemption
Year Price Year
Price
1999 . . . . . . . . 104.75% 2001 . . . . . . . .
101.75%
2000 . . . . . . . . 103.25% 2002 and thereafter .
100.00%
Redemptions will be made in $1,000 denominations
with the
Trustee determining the particular Debentures to be
redeemed by
lot at its discretion. (Sections 4.01, 4.02 and 4.03)
No Sinking Fund
The Indenture contains no sinking fund provisions.
No Financial Covenants
The Indenture contains no provisions which
restrict the
issuance of additional securities, the incurring of
additional
debt, the declaration of dividends or the retirement
of equity
securities. The Indenture does not require the
maintenance of
any particular ratios or the creation or maintenance of
reserves,
nor does it contain any other financial covenants.
Modification and Satisfaction of Indentures
The Indenture may be amended or supplemented by
AFC and the
Trustee with the consent of the holders of not
less than a
majority in principal amount of the Debentures then
outstanding;
but no modification of the terms of payment of
principal or
interest on the Debentures and no modification
impairing or
reducing the percentage required for modification will
<PAGE>
be effec-
tive against any holder without his consent. (Section
9.02)
The Indenture may be satisfied and discharged upon
cancella-
tion of all the Debentures or, under certain
conditions, upon
deposit with the Trustee of funds or securities
sufficient
therefor. (Section 8.01)
Limitations on Claims in Bankruptcy or on
Acceleration Upon an
Event of Default
Under the Indenture, the Trustee or the holders
of 25% or
more of the outstanding principal amount of
Debentures may
declare an acceleration if an Event of Default
occurs and is
continuing, even if the bankruptcy of AFC does not
result in or
was not the cause of the Event of Default. Under the
terms of
the Indenture, should an acceleration be declared as a
result of
the occurrence and continuation of an Event of
Default absent
bankruptcy, the claim of a holder of Debentures is
for the full
principal amount of the holder's Debentures. (Section
6.02)
<PAGE>
The amount that a holder would be able to
recover from AFC
may, however, be limited by applicable law to the
issue price
(the market value at the time of issuance) of the
Debentures plus
the portion of any original issue discount which has
been amor-
tized.
Events of Default
The following events are defined in the Indenture
as "Events
of Default": failure to pay principal or premium when
due for 20
days; failure to pay interest when due for 30 days;
failure to
perform any other covenants in the Indenture for 90
days after
notice; certain events of bankruptcy, insolvency or
reorganiza-
tion of AFC; the occurrence of an event of default in
any other
instrument under which AFC has or may issue debt
which has not
been cured within 30 days after notice of such
default; or
failure to pay any funded debt in excess of
$10,000,000 now
existing or existing after the date of the Indenture
within 20
days after stated maturity. Upon the happening and
during the
continuance of any Event of Default, the Trustee or
the holders
of at least 25% in principal amount of the outstanding
Debentures
may declare the principal and accrued interest of all
Debentures
due and payable. The Indenture provides that such
declaration
and its consequences may, in certain events, be
annulled by the
holders of a majority in principal amount of the
outstanding
Debentures. (Article 6)
<PAGE>
The Indenture provides that if a default
occurs and is
continuing and is actually known to the Trustee,
the Trustee
shall, within 90 days thereafter, give to the holders
notice of
all uncured defaults known to it (the term default to
include the
events specified above without grace periods);
provided that,
except in the case of default in payment of
principal of or
interest in respect of the Debentures, the Trustee
shall be
protected in withholding such notice if it in good
faith deter-
mines that the withholding of such notice is in the
interest of
the holders. (Section 7.05)
AFC must furnish to the Trustee within 120 days
after the
end of each fiscal year, a certificate of certain
officers of AFC
as to whether such persons have knowledge of any
default under
the Indenture. (Section 3.04)
The holders of a majority in aggregate principal
amount of
outstanding Debentures will have the right to direct
the time,
method and place of conducting any proceeding for
any remedy
available to the Trustee, or exercising any trust
or power
conferred on the Trustee, except that the Trustee shall
not be so
required to act unless reasonable indemnity shall
be offered
against the costs, expenses and liabilities of
such act, or
except as otherwise provided in the Indenture.
(Sections 6.05
and 7.01)
<PAGE>
Trustee
The Trustee serves as trustee under indentures
relating to
other debt of AFC and certain of its subsidiaries and
affiliates
and has loans outstanding to certain subsidiaries and
affiliates
of AFC. The Trustee has no other material relationship
with AFC.
Authenticating Agent, Paying Agent, Registrar
Securities Transfer Company, an Ohio limited
partnership,
Cincinnati, Ohio, has been designated by AFC as the
Authenticat-
ing Agent, Paying Agent and Registrar for the
Debentures. AFC
may change the Authenticating Agent, Paying Agent and
Registrar
without prior notice. AFC is the general partner of
Securities
Transfer Company and certain subsidiaries and
affiliates of AFC
are limited partners of Securities Transfer Company.
AFC or any
of its subsidiaries or affiliates may act in such
capacities.
Original Issue Discount
A Debenture received pursuant to the Exchange
Offer will
have original issue discount if and to the extent that
the stated
redemption price at maturity (as defined in section
1273(a)(2) of
the Internal Revenue Code of 1986, as amended (the
"Code")) of
the Debenture exceeds the issue price of such
Debentures (as
determined under section 1273(b)(3) of the Code).
Such original
issue discount is includible in the holder's income
(as interest
income) on an economic accrual basis over the term of
<PAGE>
the Deben-
ture. The original issue discount on a Debenture will
be deemed
to be zero if such discount does not exceed the
product of (i)
.25 percent of the stated redemption price at
maturity of such
Debenture, multiplied by (ii) the number of complete
years to
maturity of such Debenture. AFC does not anticipate
that the
Debentures will have original issue discount.
Item 2. Exhibits.
1. Form of Indenture between the
Registrant and Star
Bank, National Association, as Trustee,
relating
to the Registrant's 9-3/4% Debentures
Due April
20, 2004
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities
Exchange Act of 1934, the registrant has duly caused
this regis-
tration statement to be signed on its behalf by the
undersigned,
thereto duly authorized.
AMERICAN FINANCIAL
CORPORATION
Date: March 15, 1994 By: James C.
Kennedy
James C.
Kennedy
Title: Deputy
General Counsel
and
Secretary
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit No. Description of Exhibit
Page No.
1 Form of Indenture between the Reg-
*
istrant and Star Bank, National
Association, as Trustee, relating
to the Registrant's 9-3/4% Deben-
tures due April 20, 2004
* Incorporated by reference to the Form T-3 for
Applications
for Qualification of Indentures under the Trust
Indenture Act of
1939 (File No. 22-22177)
