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: February 12, 1996 Commission File No. 1-7361
(Date of earliest event reported)
AMERICAN FINANCIAL CORPORATION
Incorporated under the laws of Ohio IRS Employer
Identification No. 31-0624874
One East Fourth Street
Cincinnati, Ohio 45202
Phone: (513) 579-2121
Former name or former address, if changed since last report -
not applicable.
<PAGE>
AMERICAN FINANCIAL CORPORATION
FORM 8-K
Item 5. Other Events.
Please see the News Release attached hereto as Exhibit
1. All of the 7.6 million shares of Citicasters common stock
referred to in the News Release as beneficially owned by American
Financial Group, Inc. are beneficially owned by the registrant
and its subsidiaries. The registrant expects to realize a pre-
tax gain of approximately $150 million upon completion of the
Merger described therein.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not Applicable
(b) Not Applicable
(c) Exhibit (99) Additional Exhibits.
(1) American Financial Group, 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 CORPORATION
February 14, 1996 By: James C. Kennedy
James C. Kennedy
Deputy General Counsel & Secretary
<PAGE>
Exhibit 1
AMERICAN FINANCIAL GROUP, INC.
AGREES TO SELL CITICASTERS SHARES
FOR IMMEDIATE RELEASE
(Cincinnati, Ohio) American Financial Group, Inc. (NYSE:
AFG) announced that in connection with a definitive merger
agreement entered into yesterday between Jacor Communications,
Inc. and Citicasters Inc., each Citicasters shareholder,
including AFG and its subsidiaries, will receive $29.50 per share
in cash plus certain warrants to purchase Jacor common stock.
AFG and its subsidiaries would receive approximately $220 million
in gross cash proceeds and expect to realize a pre-tax gain of
approximately $150 million for the approximately 7.6 million
Citicasters common shares held by them.
If the sale to Jacor does not close by September 30, 1996,
the cash purchase price per share will be increased by $.22125
for each full month thereafter ending prior to the closing of the
transaction. A five-year warrant to purchase one share of Jacor
common stock at $28 per share ($26 per share if the closing does
not occur until on or after October 1, 1996) will be issued with
respect to each five Citicasters shares, subject to certain
adjustments. The consummation of the transaction is subject to
certain conditions, including regulatory approvals.
American Financial Group is engaged primarily in specialty
and multi-line property and casualty insurance businesses and in
the sale of tax-deferred annuities.
# # #
<PAGE>
