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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934
Amendment No. 2
American Financial Corporation
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(Name of Issuer)
American Financial Group, Inc.
American Financial Corporation
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(Name of Persons Filing Statement)
Series F Cumulative Voting Preferred Stock
Series G Cumulative Voting Preferred Stock
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(Title of Class of Securities)
Series F - 026087809
Series G - 026087874
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(CUSIP Number of Class of Securities)
James C. Kennedy, Esq.
American Financial Corporation
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2538
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Persons Filing Statement)
This Statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
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CALCULATION OF FILING FEE
Transaction Valuation: $286,604,863 Amount of Filing Fee: $57,321
[x] Check Box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: $57,321
FILING PARTY: American Financial Corporation
FORM OR REGISTRATION NO.: Preliminary Proxy Statement
DATE FILED: July 16, 1997
This Amended Rule 13e-3 Transaction Statement is being filed by American
Financial Group, Inc. and its subsidiary, American Financial Corporation, both
Ohio corporations, in connection with a proposal to cause a merger of American
Financial Corporation whereby all of its Series F and G Preferred Stock would
be converted into the right to receive cash or shares of its new Series J
Preferred Stock.
The following Cross Reference Sheet, prepared in accordance with
General Instruction F to Schedule 13E-3, shows the location in the Preliminary
Proxy Statement filed by American Financial Corporation on the date hereof of
the information required to be included in this Schedule 13E-3. The information
set forth in the Preliminary Proxy Statement, including all exhibits thereto,
is expressly incorporated by reference as set forth in the Cross Reference
Sheet in response to each item of this Schedule 13E-3 and the responses to
each item in this Schedule 13E-3 are qualified in their entirety by the
information contained in the Preliminary Proxy Statement.
ITEM IN SCHEDULE 13E-3 WHERE LOCATED IN PRELIMINARY PROXY STATEMENT
1(a) Cover Page
1(b) Description of Preferred Stock; Introduction -
Proposal No. 1 Adoption of the Merger Agreement;
Ownership of Preferred Stock
1(c) The Merger - Market Price and Dividend Data
1(d) The Merger - Market Price and Dividend Data
1(e) *
1(f) Ownership of Preferred Stock
2(a) Management, Principal Shareholders
2(b) Management, Principal Shareholders
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2(c) Management, Principal Shareholders
2(d) Management, Principal Shareholders
2(e) *
2(f) *
2(g) *
3(a)(1.) Certain Transactions
3(a)(2.) *
3(b) *
4(a) The Merger Agreement
4(b) *
5(a) The Merger Agreement
5(b) *
5(c) *
5(d) The Merger - Comparison of Preferred Shares and
Introduction - Proposal No. 1
5(e) *
5(f) Introduction - Proposal No. 1
5(g) *
6(a) The Merger Agreement - Expenses
6(b) The Merger Agreement - Expenses
6(c) *
6(d) *
7(a) Special Factors - The Special Committee
7(b) Special Factors - The Special Committee
7(c) Special Factors - The Special Committee
7(d) The Merger - Conflicts of Interest, Certain United
States Federal Income Tax Consequences
8(a) The Merger - Actions of the Special Committee and
Recommendation of the Board of Directors of AFC
and AFG and Special Factors -- The Special
Committeee
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8(b) Special Factors - The Special Committee
8(c) Voting at the Meeting; The Merger - Vote Required;
Certain Expected Voting
8(d) Special Factors - The Special Committee
8(e) Special Factors - The Special Committee
8(f) *
9(a) Special Factors - The Special Committee
9(b) Special Factors - The Special Committee
9(c) Special Factors - Opinion of the Special Committee's
Financial Advisor
10(a) Ownership of Preferred Stock
10(b) *
11 The Merger - Vote Required; Certain Expected Voting
12(a) The Merger - Vote Required; Certain Expected Voting
12(b) The Merger - Recommendation of the Board of
Directors and Special Factors -- The Special
Committee
13(a) The Merger Agreement - Dissenters' Rights
13(b) *
13(c) *
14(a) Selected Financial Data; Financial Statements
14(b) Pro Forma Financial Information
15(a) Voting at the Meeting - Proxies
15(b) *
16 *
17(a) *
17(b) *
17(c) *
17(d) *
17(e) The Merger - Dissenters' Rights; Exhibit C to Proxy
Statement
17(f) *
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*The item is located in the Schedule 13E-3 only.
ITEM 1 Issuer and Class of Security Subject to the Transaction
(a) The relevant information set forth on the Cover Page of the
Preliminary Proxy Statement is incorporated herein by
reference.
(b) The relevant information set forth under the captions
"Description of Preferred Stock; Introduction - Proposal No. 1
Adoption of the Merger Agreement; Ownership of Preferred
Stock" in the Preliminary Proxy Statement is incorporated
herein by reference.
(c) The relevant information set forth under the caption "The
Merger - Market Price and Dividend Data" in the Preliminary
Proxy Statement is incorporated herein by reference.
(d) The relevant information set forth under the caption "The
Merger - Market Price and Dividend Data" in the Preliminary
Proxy Statement is incorporated herein by reference.
(e) In October 1996, American Financial Group, Inc. sold $100
million (proceeds to the company) of trust preferred
securities due 2026, comprised of 4 million shares sold at $25
per share. In December 1995, American Financial Group, Inc.
sold 4.6 million shares of common stock at a price of $28.875
per share, providing proceeds to the company of $110.9
million.
(f) The relevant information set forth under the caption
"Ownership of Preferred Stock" in the Preliminary Proxy
Statement is incorporated herein by reference.
ITEM 2 Identity and Background
The persons filing this statement are American Financial Group, which
owns all of the Common Stock, which constitutes approximately 76% of the voting
power, of American Financial corporation which is also a filer. American
Financial Corporation is the issuer of the class of equity securities which is
the subject of the Rule 13e-3 transaction.
(a) The relevant information set forth under the caption
"Management - Principal Shareholders" in the
Preliminary Proxy Statement is incorporated herein by
reference.
(b) The relevant information set forth under the caption
"Management - Principal Shareholders" in the
Preliminary Proxy Statement is incorporated herein by
reference.
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(c) The relevant information set forth under the caption
"Management - Principal Shareholders" in the
Preliminary Proxy Statement is incorporated herein by
reference.
(d) The relevant information set forth under the caption
"Management - Principal Shareholders" in the
Preliminary Proxy Statement is incorporated herein by
reference.
(e) None of the directors or executive officers have been
convicted in a criminal proceeding (other than
traffic violations and similar misdemeanors) nor has
any of them been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction that resulted in a judgment, decree or
final order enjoining further violations of, or
prohibiting activities subject to, federal or state
securities laws. Each is a U.S. citizen.
(f) None of the directors or executive officers have been
convicted in a criminal proceeding (other than
traffic violations and similar misdemeanors) nor has
any of them been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction that resulted in a judgment, decree or
final order enjoining further violations of, or
prohibiting activities subject to, federal or state
securities laws. Each is a U.S. citizen.
(g) U.S.
ITEM 3. Past Contracts, Transactions or Negotiations
(a)(1.) The relevant information set forth under the caption
"Certain Transactions" in the Preliminary Proxy
Statement is incorporated herein by reference.
Pursuant to an Agreement and Plan of
Acquisition and Reorganization (the
"Agreement") dated as of December 9, 1994,
in a series of mergers, American Premier
Underwriters, Inc. ("APU") and American
Financial Corporation ("AFC") combined their
respective businesses by becoming
subsidiaries of American Financial Group,
Inc. in April 1995. Pursuant to one merger,
APU became a subsidiary of AFG with each
issued and outstanding share of APU Common
Stock being converted into one share of AFG
Common Stock and each issued and outstanding
share of APU Preferred Stock being converted
into one share of preferred stock of AFG. In
another merger, AFC became a subsidiary of
AFG with each share of AFC Common Stock
being converted into the right to receive
shares of AFG Common Stock at a rate equal
to 1.45 shares of AFG Common Stock for each
share of AFC Common Stock; cash was paid in
lieu of fractional shares of AFG Common
Stock. The merger involving AFC had no
effect upon the AFC Preferred Stock which
remained issued and outstanding after that
merger.
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In the merger completed on April 3, 1995,
AFG issued 71.4 million shares of its Common
Stock in exchange for all of the outstanding
common stock of AFC and APU.
(a)(2.) None.
(b) None.
ITEM 4. Terms of the Transaction.
(a) The relevant information set forth under the caption
"The Merger Agreement" in the Preliminary Proxy
Statement is incorporated herein by reference.
(b) None.
ITEM 5. Plans or Proposals of the Issuer or Affiliate
(a) The relevant information set forth under the caption
"The Merger Agreement" in the Preliminary Proxy
Statement is incorporated herein by reference.
(b) None.
(c) None.
(d) The relevant information set forth under the caption
"The Merger - Comparison of Preferred Shares and
Introduction - Proposal No. 1" in the Preliminary
Proxy Statement is incorporated herein by reference.
(e) None
(f) The relevant information set forth under the
caption "Introduction - Proposal No. 1"
incorporated herein by reference.
If the merger proposal is approved, the registration
under the Securities Exchange Act of 1934 of the
Series F and Series G Preferred Stock would be
terminated.
(g) The issuer expects to continue to be obligated to
file reports pursuant to Section 15(d) of the
Securities Exchange Act of 1934.
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ITEM 6. Source and Amounts of Funds or Other Considerations
(a) The relevant information set forth under the caption
"The Merger Agreement - Expenses" in the Preliminary
Proxy Statement is incorporated herein by reference.
(b) The relevant information set forth under the caption
"The Merger Agreement - Expenses" in the Preliminary
Proxy Statement is incorporated herein by reference.
(c) Great American Holding Company, a wholly-owned
subsidiary of American Financial Corporation, has a
revolving loan agreement with a group of banks headed
by The First National Bank of Boston and Bank of
America Illinois, N.A. Borrowings bear interest at
floating rates based on prime or LIBOR and are
collateralized by 50% of the stock of Great American
Insurance Company.
The facility is guaranteed by American Financial
Corporation.
(d) Not applicable.
ITEM 7. Purposes, Alternatives, Reasons and Effects.
(a) The relevant information set forth under the caption
"Special Factors - The Special Committee" in the
Preliminary Proxy Statement is incorporated herein by
reference.
(b) The relevant information set forth under the caption
"Special Factors - The Special Committee" in the
Preliminary Proxy Statement is incorporated herein by
reference.
(c) The relevant information set forth under the caption
"Special Factors - The Special Committee" in the
Preliminary Proxy Statement is incorporated herein by
reference.
(d) The relevant information set forth under the caption
"The Merger - Conflicts of Interest, Certain United
States Federal Income Tax Consequences" in the
Preliminary Proxy Statement is incorporated herein
by reference.
ITEM 8. Fairness of the Transaction
(a) The relevant information set forth under the caption
"The Merger - Actions of the Special Committee and
Recommendation of the Board of Directors of AFC and
AFG" and "Special Factors - The Special Committee" in
the Preliminary Proxy Statement is incorporated
herein by reference
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(b) The relevant information set forth under the caption
"Special Factors - The Special Committee" in the
Preliminary Proxy Statement is incorporated herein by
reference
(c) The relevant information set forth under the caption
"Voting at the Meeting; The Merger - Vote Required;
Certain Expected Voting" in the Preliminary Proxy
Statement is incorporated herein by reference
(d) The relevant information set forth under the caption
"Special Factors - The Special Committee" in the
Preliminary Proxy Statement is incorporated herein by
reference
(e) The relevant information set forth under the caption
"Special Factors - The Special Committee" in the
Preliminary Proxy Statement is incorporated herein by
reference
(f) No other offer received.
ITEM 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a) The relevant information set forth under the caption
"Special Factors - The Special Committee" in the
Preliminary Proxy Statement is incorporated herein by
reference
(b) The relevant information set forth under the caption
"Special Factors - The Special Committee" in the
Preliminary Proxy Statement is incorporated herein by
reference
(c) The relevant information set forth under the caption
"Special Factors - Opinion of the Special Committee's
Financial Advisor" in the Preliminary Proxy Statement
is incorporated herein by reference
ITEM 10. Interest in Securities of the Issuer.
(a) The relevant information set forth under the
caption "Ownership of Preferred Stock" in the
Preliminary Proxy Statement is incorporated herein
by reference
(b) There have been no transactions in the Series F and
Series G Preferred Stock during the past 60 days by
the filers of this statement or by any pension,
profit sharing or similar plan of the issuer or any
of its affiliates or any other person enumerated in
Instruction C of this Schedule 13E-3 or by any
associate or a majority-owned subsidiary of the
issuer or affiliate.
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ITEM 11. Contracts, Arrangements or Understandings with Respect to the
Issuer's Securities.
The relevant information set forth under the caption "The
Merger - Vote Required; Certain Expected Voting" in the
Preliminary Proxy Statement is incorporated herein by
reference
ITEM 12. Present Intention and Recommendation of Certain Persons with
Regard to the Transaction.
(a) The relevant information set forth under the caption
"The Merger - Vote Required; Certain Expected Voting"
in the Preliminary Proxy Statement is incorporated
herein by reference
(b) The relevant information set forth under the caption
"The Merger - Recommendation of the Board of
Directors of AFC and AFG" and "Special Factors - The
Special Committee" in the Preliminary Proxy Statement
is incorporated herein by reference
ITEM 13. Other Provisions of the Transaction
(a) The relevant information set forth under the caption
"The Merger Agreement -Dissenters' Rights" in the
Preliminary Proxy Statement is incorporated herein by
reference
(b) No provisions for access to information or counsel
or appraisal services have been afforded.
(c) Not Applicable.
ITEM 14. Financial Information
(a) The relevant information set forth under the caption
"Selected Financial Data; Financial Statements" in
the Preliminary Proxy Statement is incorporated
herein by reference
(b) The relevant information set forth under the caption
"Pro Forma Financial Information" in the Preliminary
Proxy Statement is incorporated herein by reference
ITEM 15. Persons and Assets Employed, Retailed or Utilized
(a) The relevant information set forth under the caption
"Voting at the Meeting - Proxies" in the Preliminary
Proxy Statement is incorporated herein by reference
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(b) None.
ITEM 16 Additional Information
None
ITEM 17 Material to be filed as Exhibits.
(a) Credit Agreement dated as of December 7, 1993, as
amended, among Great American Holding Corporation,
The first National Bank of Boston and Bank of America
Illinois, N.A. as managing agents.*
(b) Opinions of Libra Investments, Inc. and Houlihan,
Lokey, Howard & Zukin. Incorporated by reference to
Exhibits B and D, respectively, to the Preliminary
Proxy Statement.
(c) Agreement and Plan of Merger. Incorporated by
reference to Exhibit A to the Preliminary Proxy
Statement.
(d) Preliminary Proxy Statement. Incorporated by
reference to the Preliminary Proxy Statement
(e) Ohio Revised Code Section 1701.75. Incorporated by
reference to Exhibit C to the Preliminary Proxy
Statement.
(f) None
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*Previously filed.
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SIGNATURE
The undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 26, 1997 AMERICAN FINANCIAL GROUP, INC.
BY: James C. Kennedy
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Name: James C. Kennedy
Title: Deputy General Counsel
and Secretary
Dated: September 26, 1997 AMERICAN FINANCIAL CORPORATION
BY: James C. Kennedy
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Name: James C. Kennedy
Title: Deputy General Counsel
and Secretary
