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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. 5
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. [ ] 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. [X] None of the above (Final Amendment).
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
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ITEM 16 Additional Information
Pursuant to the requirements of Rule 13e-3(d)(3), the Reporting Persons
hereby report the results of the instant Rule 13e-3 transaction.
At the annual meeting of shareholders of American Financial Corporation
("AFC") held on December 2, 1997, the proposal to effect a merger involving
AFC, whereby all of AFC's Series F and Series G Preferred Stock would be
converted into the right to receive cash or shares of its new Series J Preferred
Stock, was approved by shares representing over 95% of the shares voted. In
exess of 11.6 million shares of Series F and Series G Preferred Stock (over
two-thirds of those outstanding) and all 45 million shares of AFC common stock
were voted in favor of the merger. The merger was consummated December 2, 1997.
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SIGNATURE
The undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 3, 1997 AMERICAN FINANCIAL GROUP, INC.
BY: James C. Kennedy
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Name: James C. Kennedy
Title: Deputy General Counsel
and Secretary
Dated: December 3, 1997 AMERICAN FINANCIAL CORPORATION
BY: James C. Kennedy
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Name: James C. Kennedy
Title: Deputy General Counsel
and Secretary
