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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
American Financial Corporation
(Name of Issuer)
Series F Cumulative Voting Preferred Stock
Series G Cumulative Voting Preferred Stock
(In each case, $1.00 par value per share)
(Title of Class of Securities)
Series F - 026087809
Series G - 026087874
(CUSIP Number)
James C. Kennedy, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2538
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Check the following box if a fee is being paid with this
statement [ ].
Page 1 of 5 Pages
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CUSIP NO. 026087809 13G Page 2 of 5 Pages
026087874
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Administrative Plan Committee of The American
Financial Corporation Employee Stock Ownership/
Retirement Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
5 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
8,610,873 Preferred Shares (See Item 2(d))
6 SHARED VOTING POWER
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7 SOLE DISPOSITIVE POWER
8,610,873 Preferred Shares (See Item 2(d))
8 SHARED DISPOSITIVE POWER
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,610,873 Preferred Shares (See Item 2(d))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
61.0%
12 TYPE OF REPORTING PERSON*
EP
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This Statement is filed on behalf of the Administrative Plan
Committee of The American Financial Corporation Employee Stock
Ownership/Retirement Plan to amend and update its Schedule 13D
filed on April 11, 1995. Hereafter, for so long as the Reporting
Person is qualified to use this Schedule, it will file amendments
on Schedule 13G.
Item 1(a). Name of Issuer.
American Financial Corporation
Item 1(b). Address of Issuer's Principal Executive Office.
One East Fourth Street, Cincinnati, Ohio 45202
Item 2(a). Name of Person Filing.
The Administrative Plan Committee of The American Financial
Corporation Employee Stock Ownership/Retirement Plan
Item 2(b). Address of Principal Business Office or, if None,
Residence.
One East Fourth Street, Cincinnati, Ohio 45202
Item 2(c). Citizenship.
Not Applicable
Item 2(d). Title of Class of Securities.
$1.00 par, Series F Voting Cumulative Preferred Stock and
$1.00 par, Series G Voting Cumulative Preferred Stock of
American Financial Corporation. These two securities are
the same class of preferred shares.
Item 2(e). Cusip Number.
Series F Preferred - 026087809
Series G Preferred - 026087874
Item 3. This statement is filed pursuant to Rule 13d-1(b) or
13d-2(b) and the person filing is an Employee Benefit Plan,
Pension Fund which is subject to the provisions of the
Employee Retirement Income Security Act of 1974.
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Item 4. Ownership.
(a) Amount Beneficially Owned: 8,610,873
(b) Percentage of Class: 61.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 8,610,873
(ii) Shared power to vote or direct the vote: none
(iii) Sole power to dispose or direct the
disposition of: 8,610,873
(iv) Shared power to dispose or direct the
disposition of: none
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purpose or effect.
After reasonable inquiry and to the best knowledge and
belief of the undersigned, it is hereby certified that the
information set forth in this statement is true, complete and
correct.
Dated: February 2, 1996
The Administrative Plan Committee of The
American Financial Corporation Employee
Stock Ownership/Retirement Plan
By: Sandra W. Heimann *
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Sandra W. Heimann, Member
By: Ronald F. Walker*
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Ronald F. Walker, Member
* By James C. Kennedy, Attorney-in-Fact pursuant to authority
granted in the Powers of Attorney attched hereto as Exhibit 1.
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Exhibit 1
POWER OF ATTORNEY
I, Sandra W. Heimann, do hereby appoint James E. Evans and
James C. Kennedy, or either of them, as my true and lawful
attorneys-in-fact to sign on my behalf individually and as a
member of the The Administrative Plan Committee of The American
Financial Corporation Employee Stock Ownership/Retirement Plan
(the "Plan Committee") and to file with the Securities and
Exchange Commission any schedules or other filings or amendments
thereto made by me or on behalf of the Plan Committee pursuant to
Sections 13(d), 13(f), 13(g), and 14(d) of the Securities and
Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 4th day of April, 1995.
/s/ Sandra W. Heimann
Sandra W. Heimann
POWER OF ATTORNEY
I, Ronald F. Walker, do hereby appoint James E. Evans and
James C. Kennedy, or either of them, as my true and lawful
attorneys-in-fact to sign on my behalf individually and as a
member of the The Administrative Plan Committee of The American
Financial Corporation Employee Stock Ownership/Retirement Plan
(the "Plan Committee") and to file with the Securities and
Exchange Commission any schedules or other filings or amendments
thereto made by me or on behalf of the Plan Committee pursuant to
Sections 13(d), 13(f), 13(g), and 14(d) of the Securities and
Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 4th day of April, 1995.
/s/ Ronald F. Walker
Ronald F. Walker
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