<PAGE>
As filed with the Securities and Exchange Commission on September 26,
1995
Registration No. 33-59989
------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
--------------------
AMERICAN FINANCIAL GROUP, INC.
(Exact name of Registrant as specified on its charter)
Ohio 31-1422526
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2121
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
---------------
JAMES C. KENNEDY, Secretary
American Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2538
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
------------------
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. /X/
<PAGE>
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 of the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. / /
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
<PAGE>
PROSPECTUS
AMERICAN FINANCIAL GROUP, INC.
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan (the "Plan") provides holders of record
of at least 25 shares of Common Stock, par value $1.00 per share (the
"Common Stock"), of American Financial Group, Inc. ("American Financial
Group" or the "Company") and holders of record of at least 25 shares of
Series F or Series G preferred stock ("AFC preferred stock") of American
Financial Corporation ("AFC") with a simple and convenient method of
investing cash dividends in additional shares of Common Stock at the
Current Market Price (as defined herein). All holders of record of at
least 25 shares of Common Stock or AFC preferred stock, other than
brokers and nominees, are eligible to participate in the Plan.
Participants in the Plan ("Participants") purchase additional
shares of Common Stock by reinvesting dividends on all shares of Common
Stock and AFC preferred stock in their Registered Accounts (as defined
herein) and on all shares of Common Stock registered in their Plan
Accounts (as defined herein). Participants do not have the option of
having dividends reinvested on only a portion of the shares held in
their Registered and Plan Accounts.
A Participant's "Registered Account" consists of all shares of
Common Stock or AFC preferred stock registered directly in the
Participant's name. A Participant's "Plan Account" consists of all
shares of Common Stock acquired pursuant to the Plan and allocated to a
Participant's account.
Shares purchased under the Plan will be purchased from American
Financial Group or on the open market. If the Plan purchases newly-
issued shares of Common Stock from the Company the "Current Market
Price" is defined as the average of the daily high and low sales prices
of the shares reported as New York Stock Exchange on the Investment Date
(as defined herein). If shares of Common Stock are purchased on the
open market, the "Current Market Price" is defined as the weighted
average of the actual price paid for shares of Common Stock purchased by
the Agent including commissions or service charges.
The Common Stock is currently listed on the New York Stock
Exchange. The closing price of the Common Stock as reported on the New
York Stock Exchange for September 22, 1995 was $30.75 per share.
Because of potential volatility in the stock market, American Financial
Group shareholders should ascertain current trading prices of the Common
Stock from publicly available market quotation reports.
<PAGE>
This Prospectus relates to 1,000,000 shares of Common Stock
available under the Plan.
It is suggested that this Prospectus be retained for future
reference.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September 26, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other
information with the Securities and Exchange Commission (the
"Commission"). American Financial Group has filed with the Commission a
Registration Statement under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of Common Stock to be
offered under the Plan. This Prospectus does not contain all the
information set forth in the Registration Statement and exhibits
thereto, or amendments thereto, to which reference is hereby made. Such
reports, proxy and information statements, Registration Statement and
exhibits and other information filed by American Financial Group may be
inspected and, upon payment of the Commission's customary charges,
copied at the public reference facilities of the commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C., and at
the Regional Offices of the Commission at Seven World Trade Center,
Suite 1300, New York, New York and at Citicorp Center, 500 West Madison
Street, Suite 1409, Chicago, Illinois.
The Common Stock is listed on the New York Stock Exchange.
Reports, proxy and information statements and other information
concerning the Company may be inspected and copied at the Library of the
New York Stock Exchange at 20 Broad Street, New York, New York.
INCORPORATION OF CERTAIN DOCUMENTS
American Financial Group will furnish, without charge, to any
person to whom this Prospectus is delivered upon such person's written
or oral request, a copy of any and all of the information that has been
incorporated by reference in the Registration Statement of which this
Prospectus is a part (not including exhibits to such information unless
such exhibits are specifically incorporated by reference into such
information). Any such request should be directed to the Senior Vice
President and Treasurer, One East Fourth Street, Cincinnati, Ohio 45202;
telephone: (513) 579-2488.
The following documents filed by American Financial Group and its
predecessors with the Securities and Exchange Commission are
incorporated by reference in this Prospectus:
American Financial Group (SEC File No. 1-11453):
(i) Quarterly Report on Form 10-Q for the period ended June 30,
1995;
(ii) Current Reports on Form 8-K dated May 15, 1995 and August
23, 1995;
(iii) The description of the Common Stock contained in American
Financial Group's Registration Statement on Form 8-B filed
on April 17, 1995.
-2-
<PAGE>
American Premier Underwriters, Inc. (SEC File No. 1-1569):
(i) 1994 Form 10-K;
(ii) Quarterly Report on Form 10-Q for the period ended March
31, 1995;
(iii) Current Reports on Form 8-K dated April 3, 1995 and August
23, 1995;
(iv) Proxy Statement/Prospectus filed on February 21, 1995.
American Financial Corporation (SEC File No. 1-7361):
(i) 1994 Form 10-K;
(ii) Quarterly Report on Form 10-Q for the period ended March
31, 1995;
(iii) Current Reports on Form 8-K dated April 3, 1995 and August
23, 1995.
All documents subsequently filed by American Financial Group
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof
from the date of filing of such documents.
THE COMPANY
American Financial Group, Inc. is a holding company formed to own
both American Financial Corporation and American Premier Underwriters,
Inc. On April 3, 1995, American Financial Corporation and American
Premier Underwriters, Inc. each merged with newly-formed subsidiaries of
American Financial Group. Through its subsidiaries, American Financial
Group is engaged primarily in specialty and multi-line property and
casualty insurance businesses and in the sale of tax-deferred annuities.
At June 30, 1995, American Financial Group had nearly $10.5 billion of
investments and common shareholders' equity of $987 million. American
Financial Group management believes it ranks 15th in size among all U.S.
property and casualty companies and 10th among such publicly owned
companies.
The principal executive offices of American Financial Group, Inc.
are located at One East Fourth Street, Cincinnati, Ohio 45202 and its
telephone number is (513) 579-2121.
-3-
<PAGE>
THE PLAN
The following are the full provisions of the American Financial
Group, Inc. Dividend Reinvestment Plan (the "Plan").
Purpose
The purpose of the Plan is to provide holders of record of the
Common Stock of American Financial Group and holders of record of
preferred stock of American Financial Corporation with a simple and
convenient method of investing cash dividends paid on Common Stock and
American Financial Corporation ("AFC") preferred stock in up to
1,000,000 shares of American Financial Group Common Stock. Any holder
of record of at least 25 shares of American Financial Group Common Stock
or AFC preferred stock, other than brokers and nominees, is eligible to
participate in the Plan.
Advantages of the Plan
Participants in the Plan will have cash dividends on all shares
held in their Registered Account and on all shares registered in their
Plan Account automatically reinvested in additional shares of American
Financial Group, Inc. $1.00 par value Common Stock ("Common Stock").
Commissions or service charges shall be borne by Participants on a pro
rata basis in connection with purchases under the Plan. Full investment
of funds is possible under the Plan because fractions of shares, as well
as whole shares, will be credited to the Participants' Plan Accounts.
Further, dividends in respect of such fractions, as well as on whole
shares, will be reinvested in additional shares and such shares will be
credited to Participants' Plan Accounts. Statements of account will be
provided to Participants on a periodic basis. Participation in the Plan
is entirely voluntary and may be terminated at any time with proper
notice.
Participation
Participation in the Plan is open to holders of record of at least
25 shares of Common Stock and holders of record of at least 25 shares of
AFC preferred stock, other than brokers and nominees, and can be
initiated at any time by sending a completed and signed Enrollment and
Authorization Form ("Enrollment Form") to Securities Transfer Company
(the "Agent") at One East Fourth Street, Cincinnati, Ohio 45202. The
Enrollment Form must be received by the Agent at least three business
days before the record date for a dividend payment in order to have cash
dividends reinvested on such dividend payment date.
Additional Enrollment Forms may be obtained at any time by oral or
written request to the Agent at the above address.
-4-
<PAGE>
As used herein, a Participant's "Registered Account" consists of
all shares of Common Stock or AFC preferred stock registered in the
Participant's name. A Participant's "Plan Account" consists of all
shares of Common Stock purchased pursuant to the Plan with dividends on
the shares held in the Participant's Registered Account and on the
shares registered in the Participant's Plan Account, net of any shares
previously withdrawn.
The Enrollment Form provides for only one type of participation in
the Plan -- the purchase of shares through FULL DIVIDEND REINVESTMENT,
directing the reinvestment of all cash dividends on all shares of Common
Stock or AFC preferred stock in the Participant's Registered Account and
on all shares registered to the Participant's Plan Account.
Beneficial owners of shares of Common Stock or AFC preferred stock
whose shares are registered in names other than their own (for instance,
in the name of a broker or nominee) must become shareholders of record
by having shares transferred into their own names in order to be
eligible to participate in the Plan.
Participants may withdraw from the Plan at any time by notifying
the Agent in writing at the above address. Such withdrawal will be
effective for dividends paid after the record date next succeeding the
Agent's receipt of such instructions.
Participants are cautioned that the Plan does not represent a
change in American Financial Group's dividend policy or for either
American Financial Group or AFC, a guaranty of future dividends, which
will continue to depend upon each company's earnings, financial
requirements and other factors. Participants should recognize that none
of American Financial Group, AFC nor the Agent can assure them of a
profit or protect them against a loss on the Common Stock purchased by
them under the Plan.
Reinvestment of Cash Dividends
Cash dividends on all shares of Common Stock or AFC preferred stock
held in Participants' Registered Accounts and on all full and fractional
shares in Participants' Plan Accounts will be reinvested in additional
shares of Common Stock at the Current Market Price. If American
Financial Group sells newly-issued shares of Common Stock to the
Participant's Plan Account, the "Current Market Price" will be the
average of the daily high and low sales prices of the shares reported as
New York Stock Exchange - Composite Transactions on the Investment Date.
If shares of Common Stock are purchased on the open market for the Plan,
the "Current Market Price" will be the weighted average of the actual
price paid for shares of Common Stock purchased by the Agent.
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<PAGE>
Each Participant's Plan Account will be credited with that number of
shares (including fractional shares) equal to the total amount of cash
dividends to be reinvested for such Participant divided by the Current
Market Price.
"Investment Date" means a dividend payment date; provided that if
such dividend payment date falls on a day when the Agent or the New York
Stock Exchange is closed, the Investment Date will be the next day on
which both the Agent and the New York Stock Exchange are open.
Dividend reinvestment will be made on each dividend payment date
(except as described in "Acquisition of Shares by the Agent" below) for
all Participants enrolled in the Plan three days prior to the record
date for such dividend payment. If an Enrollment Form is received after
this date, the reinvestment of dividends will start with the dividend
payment date following the next record date. Dividend record and
payment dates for the Common Stock and AFC preferred stock since
December 31, 1993 were as follows:
<TABLE>
<CAPTION>
American Financial Group Common Stock AFC Preferred Stock
------------------------------------- -------------------------------------------------
<S> <C> <C> <C>
Record Date Payment Date Record Date Payment Date
------------------ ----------------- ---------------------------- -----------------
December 31, 1993 January 14, 1994 (Series F) May 15, 1994 June 3, 1994
April 1, 1994 April 15, 1994 (Series F) November 15, 1994 December 3, 1994
June 30, 1994 July 14, 1994 (Series F) May 15, 1995 June 3, 1995
September 30, 1994 October 14, 1994
December 30, 1994 January 13, 1995 (Series G) February 15, 1994 March 3, 1994
March 31, 1995 April 14, 1995 (Series G) August 15, 1994 September 3, 1994
June 30, 1995 July 14, 1995 (Series G) February 15, 1995 March 3, 1995
(Series G) August 15, 1995 September 3, 1995
</TABLE>
Although there is no guarantee of future dividends, it is
anticipated that cash dividends on the Common Stock which may be
declared in the future will be paid on a quaterly basis; the amount of
dividends, record dates and payment dates for AFC preferred stock are
fixed in that company's Articles of Incorporation.
Acquisition of Shares by the Agent
The Company has the option of selling newly-issued Common Stock to
the Plan or of directing the Agent to purchase Common Stock on the New
York Stock Exchange on behalf of the Plan.
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<PAGE>
Purchases on the open market may begin five business days prior to
the Investment Date and will be completed by the Investment Date, except
where completion at a later date is necessary or deemed appropriate by
the Agent.
If American Financial Group determines not to sell new shares of
Common Stock to the Plan, and if the applicable law or the closing of
the securities markets requires temporary curtailment or suspension of
open market purchases of shares of Common Stock, the Agent will not be
liable if it is unable to make purchases at such time. If, for any
reason, purchases under the Plan cannot be made for a period longer than
30 days following an Investment Date, the Agent will promptly mail to
Participants checks for the amount of any unapplied cash dividends.
Administration
The Agent administers the Plan, keeps the records, sends account
statements to Participants and performs other duties relating to the
Plan. Costs of administering the Plan are paid by American Financial
Group.
American Financial Group may appoint a different Agent at any time.
As record holder of the shares registered in Participants' Plan
Accounts, the Agent will receive dividends on all Plan shares held on
the dividend record date, credit such dividends to Participants' Plan
Accounts and automatically reinvest such dividends in additional shares
of Common Stock.
All questions and correspondence regarding the Plan may be directed
to the Agent as follows:
Securities Transfer Company
One East Fourth Street
Cincinnati, Ohio 45202
Attn: American Financial Group Dividend
Reinvestment Plan
(800) 368-3417 or (513) 579-2414
The Agent is an Ohio limited partnership the general partner of
which is American Financial Corportion and the limited partners of which
are American Financial Group and certain of its subsidiaries and
affiliates.
-7-
<PAGE>
Account Statements
Accounts under the Plan will be maintained in the name in which
Participants registered their certificates for shares of Common Stock
("Certificates").
Promptly after receiving a properly completed Enrollment Form, the
Agent will mail an acknowledgement of enrollment to the Participant.
Periodic statements will be sent to Participants which will reflect
reinvestment of dividends, if any, along with the details of the
transactions that have affected their Plan Account. Statements will
include the date, price and number of shares purchased, withdrawn or
sold, and the total number of shares registered in the Participant's
Plan Account as of the Investment Date. Statements will also reflect
all year-to-date activity in the Participant's Plan Account. These
statements should be retained for tax purposes.
Certificates
Shares of Common Stock purchased under the Plan will be registered
in the name of the Agent (or its nominee) and Certificates will not be
issued to Participants unless requested in writing. This feature
protects Participants against the risk of loss, theft or destruction of
Certificates for shares registered in their Plan Accounts.
Certificates for any whole shares registered in a Participant's
Plan Account will be issued free of charge, not more often than once per
calendar quarter, upon written request to the Agent. Any whole shares
of Common Stock for which Certificates are so issued shall no longer be
registered in the Participant's Plan Account. If the shares for which
Certificates are so issued remain registered in the Participant's name,
they will become part of the Participant's Registered Account. Any
remaining full shares and fractions of a share will continue to be
registered in the Participant's Plan Account, so long as the number of
full shares of Common Stock or any issue of AFC preferred stock in the
Participant's Registered Account is at least 25. Certificates for
fractions of shares will not be issued under any circumstances.
In order to pledge any whole shares of Common Stock registered in a
Participant's Plan Account, the Participant must withdraw such shares
and request the Agent to issue Certificates therefor.
Withdrawal of Shares From the Plan
Participants may, no more often than once per calendar quarter,
withdraw all or a portion of their whole shares of Common Stock from
their Plan Account for transfer into their Registered Account, for sale
-8-
<PAGE>
or for transfer into a different registered name; provided, however,
that in order to continue participation in the Plan, Participants must
leave at least 25 full shares of Common Stock or AFC preferred stock in
their Registered Accounts at all times. If a Participant desires to
have the Agent sell a portion of the shares being withdrawn (see "Sale
of Shares"), such portion must be at least 10 whole shares or 10% of the
total number of shares in the Plan Account, whichever is greater.
If the total number of shares in a Participant's Registered Account
decreases below 25, the Agent will close the Plan Account and terminate
the Participant's participation in the Plan. Upon such termination, the
Agent will issue Certificates for all whole shares of Common Stock
registered in the Participant's Plan Account and mail them to the
Participant, along with a check for any fractional shares.
Fractions of shares may be withdrawn from the Plan Account only if
all shares of Common Stock are withdrawn from the Plan. Participants
who withdraw fractional shares from their Plan Account will receive a
cash settlement in lieu thereof.
To withdraw shares of Common Stock registered in a Participant's
Plan Account from such account, the Participant must notify the Agent in
writing. Such notice must instruct the agent either to sell the shares
or to issue Certificates for whole shares. If no instruction is given,
the Agent shall issue Certificates for whole shares and mail them
directly to the Participant along with a check for any fractional
shares.
Cash dividends on shares withdrawn from a Participant's Plan
Account but remaining registered in the Participant's name in the
Participant's Registered Account will be automatically reinvested in
additional shares of Common Stock. The sale or other transfer of any
shares of Common Stock or AFC preferred stock registered in the name of
a Participant automatically withdraws those shares from the applicable
Registered Account.
If a Participant's written request to withdraw shares from the
Participant's Plan Account is received less than three business days
before the record date for a dividend payment, such withdrawal shall not
be effective until after payment of such upcoming dividend.
Sale of Shares
If Participants provide written instruction to the Agent to sell
shares of Common Stock registered in their Plan Account, the Agent will
sell such shares through a registered broker or dealer within 10
business days of receipt of such written instructions. The Participants
will pay a service fee (currently $5.00), a brokerage commission and any
-9-
<PAGE>
transfer tax applicable to such sale. Fees and commissions will be
deducted from the sale proceeds. The Agent will not sell any shares of
Common Stock or AFC preferred stock for Participants that are held in
their Registered Accounts.
Voting Rights of Plan Shares
For each meeting of the Company's or AFC's shareholders,
Participants will be sent proxies which will enable them to vote all
shares in their Registered Account as well as all whole shares
registered in their Plan Account. The Agent, at its option, will vote
all fractional shares registered in Participants' Plan Accounts, pro
rata, in accordance with all other votes by whole shares registered in
Participants' Plan Accounts or will withhold votes related to such
fractional shares.
Non-Cash Dividends, Stock Splits and Stock Dividends
If American Financial Group makes a distribution of assets,
including the stock of subsidiaries, any such distributions will be made
to the Plan, which as soon as practicable will allocate any such
distributions and pay them directly to Participants. Cash will be paid
for any fractional shares allocable to a Participant.
Any stock dividends or stock-split shares distributed by American
Financial Group on shares registered in a Participant's Plan Account or
held in a Participant's Registered Account will be credited to the
applicable account and will continue to be subject to the Plan.
Holders of AFC preferred stock are entitled to receive cash
dividends only.
Responsibility of American Financial Group, AFC and the Agent Under the
Plan
None of American Financial Group, AFC, the Agent or its nominee
shall have any responsibility beyond the exercise of ordinary care for
any action taken or omitted pursuant to the Plan, nor shall they have
any duties, responsibilities or liabilities except such as are expressly
set forth herein. None of American Financial Group, AFC, the Agent or
its nominee, in administering the Plan, will be liable for any act done
in good faith or for any good faith omission to act including, without
limitation, any claims of liability (i) with respect to the prices at
which shares are purchased or sold for a Participant's Plan Account and
the times when such purchases and sales are made, (ii) for any
fluctuation in the market value after purchase or sale of shares, or
(iii) arising out of failure to terminate a Participant's Account upon
such Participant's death prior to receipt of notice in writing of such
death.
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<PAGE>
Amendment and Termination of the Plan
American Financial Group reserves the right to suspend, modify,
supplement or terminate the Plan at any time. All Participants will
receive notice of any such suspension, modification, supplementation or
termination. Any such suspension, modification, supplementation or
termination will not affect previously executed transactions.
FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
The following discussion offers only a brief outline of the Federal
income tax consequences of investing pursuant to the Plan. Investors
should consult their own tax advisors for more detailed information
regarding the impact of federal, state and local taxes upon such an
investment.
With respect to reinvested cash dividends used to purchase Common
Stock from American Financial Group, Participants will be treated, for
Federal income tax purposes, as having received on the dividend payment
date, a dividend in the full amount of the cash dividend payable on such
date with respect to shares registered in the Participant's Plan Account
and shares held in the Participant's Registered Account, even though
that amount is not actually received in cash but is instead applied to
the purchase of additional shares of Common Stock for the Participant's
Plan Account. Participants' tax basis for Federal income tax purposes
in shares of Common Stock acquired from American Financial Group with
reinvested cash dividends will be their purchase price.
Participants' tax basis for Federal income tax purposes in any
shares acquired with reinvested cash dividends in the open market will
be their purchase price, including their pro rata share of transaction
costs.
Participants' holding period for shares of Common Stock acquired
pursuant to the Plan will begin on the respective Investment Dates.
A Participant who, upon withdrawal from or termination of the Plan,
receives a cash payment for the sale of such withdrawn shares or any
fractional share held in the Participant's Plan Account will realize a
gain or loss measured by the difference between the amount of the cash
received and the Participant's basis in such shares or fractional share.
Such gain or loss will be capital in character if such shares or
fractional share are a capital asset in the hands of the Participant.
-11-
<PAGE>
Information for income tax purposes will be printed on a
Participant's Plan Account statement, which should be retained for tax
purposes.
In the case of shareholders (including foreign shareholders) who
elect to have their dividends reinvested and whose dividends are subject
to United States income tax withholding, an amount equal to the
dividends payable to such shareholders, less the amount of tax required
to be withheld, will be applied to the purchase of shares of Common
Stock under the Plan.
USE OF PROCEEDS
The Company has no basis for estimating either the number of shares
of Common Stock that ultimately may be purchased from the Company
pursuant to the Plan or the prices at which such shares will be sold.
The Company will use the proceeds from the sale of shares of Common
Stock pursuant to the Plan, when and as received, for general corporate
purposes.
LEGAL OPINION
The validity of the shares of Common Stock being offered hereby has
been passed upon by James E. Evans, Esq. Mr. Evans, Senior Vice
President and General Counsel of American Financial Group, presently
holds employee stock options to purchase 11,819 shares of Common Stock
and owns 25,000 shares of Common Stock.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Article IV of the Company's Code of Regulations provides directors
and officers with the right to indemnification and advancement of
expenses to the fullest extent not prohibited by the General Corporation
Law of Ohio. Directors and officers of the Company are indemnified
generally against expenses and liabilities incurred in connection with
any proceedings, including proceedings by or on behalf of the Company,
relating to their service to or at the request of the Company. However,
no indemnification may be made if a final adjudication establishes that
a person's acts or omissions (a) breached the person's duty of loyalty
to the Company or its shareholders, (b) were not in good faith or
involved a knowing violation of law, or (c) resulted in receipt by the
person of any improper personal benefit.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to officers, directors or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
-12-
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained in this
Prospectus and, if given or made, such information or representation
must not be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell or a solicitation of any
offer to buy any of the securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make such offer in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
the information herein is correct as of any time subsequent to the date
hereof or that there has been no change in the affairs of the Company
since such date.
-----------------
TABLE OF CONTENTS
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS . . . . . . . . . . . . . . . 2
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . 3
THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
FEDERAL INCOME TAX CONSEQUENCES OF
PARTICIPATION IN THE PLAN . . . . . . . . . . . . . . . . . . 11
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . 12
LEGAL OPINION . . . . . . . . . . . . . . . . . . . . . . . . 12
INDEMNIFICATION OF OFFICERS AND DIRECTORS . . . . . . . . . . 12
-13-
<PAGE>
AMERICAN
FINANCIAL
GROUP, INC.
DIVIDEND
REINVESTMENT
PLAN
----------------------
PROSPECTUS
September 26, 1995
----------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses to be
incurred by the Company in connection with the issuance and distribution
of securities being registered hereby:
Securities and Exchange Commission registration fee . . . . . $10,819
Accounting fees and expenses . . . . . . . . . . . . . . . . 2,000
Legal fees and expenses . . . . . . . . . . . . . . . . . . . 2,500
Printing expenses . . . . . . . . . . . . . . . . . . . . . . 5,000
Miscellaneous expenses . . . . . . . . . . . . . . . . . . 5,000
--------
TOTAL . . . . . . . . . . . . . . . $25,319
========
All the above expenses other than the SEC registration fee are
estimates.
Item 15. Indemnification of Directors and Officers.
Article IV of the Company's Code of Regulations provides directors
and officers with the right to indemnification and advancement of
expenses to the fullest extent not prohibited by the General Corporation
Law of Ohio. Directors and officers of the Company are indemnified
generally against expenses and liabilities incurred in connection with
any proceedings, including proceedings by or on behalf of the Company,
relating to their service to or at the request of the Company. However,
no indemnification may be made if a final adjudication establishes that
a person's acts or omissions (a) breached the person's duty of loyalty
to the Company or its shareholders, (b) were not in good faith or
involved a knowing violation of law, or (c) resulted in receipt by the
person of an improper personal benefit.
Item 16. Exhibits.
The following Exhibits are filed as part of this Registration
Statement.
Exhibit No.
5* Opinion of Counsel.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Deloitte & Touche LLP.
23.3* Consent of Counsel (included in Exhibit 5).
24* Powers of Attorney.
*Previously filed
II - 1
<PAGE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement (i) to include any prospectus required by section 10(a)(3)
of the Securities Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement,
and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's Annual Report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II - 2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Cincinnati, State
of Ohio, as of the 26th day of September, 1995.
AMERICAN FINANCIAL GROUP, INC.
By: *Carl H. Lindner
--------------------------------------
Carl H. Lindner
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Amendment
to Registration Statement has been signed by the following persons in
the capacities indicated as of the 26th day of September, 1995.
Signature Title
---------- -----
*Carl H. Lindner Chairman of the Board
-----------------------------------
Carl H. Lindner
*Carl H. Lindner III Director
-----------------------------------
Carl H. Lindner III
*Keith E. Lindner Director
-----------------------------------
Keith E. Lindner
*S. Craig Lindner Director
-----------------------------------
S. Craig Lindner
*Theodore H. Emmerich Director
-----------------------------------
Theodore H. Emmerich
*James E. Evans Director
-----------------------------------
James E. Evans
II - 3
<PAGE>
*William R. Martin Director
-----------------------------------
William R. Martin
*Alfred W. Martinelli Director
-----------------------------------
Alfred W. Martinelli
Fred J. Runk Senior Vice President &
----------------------------------- Treasurer (Principal
Fred J. Runk Financial Officer and
Accounting Officer)
*By: Fred J. Runk
-------------------------------
Fred J. Runk, Attorney-in-Fact
