SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended Commission File
December 31, 1996 No. 1-11453
AMERICAN FINANCIAL GROUP, INC.
Incorporated under IRS Employer I.D.
the Laws of Ohio No. 31-1422526
One East Fourth Street, Cincinnati, Ohio 45202
(513) 579-2121
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on which Registered
American Financial Group, Inc.:
Common Stock New York Stock Exchange
American Financial Capital Trust I (Guaranteed by Registrant):
9-1/8% Trust Originated Preferred Securities New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and need not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of March 1, 1997, there were 61,157,055 shares of the Registrant's
Common Stock outstanding, excluding 18,666,614 shares owned by subsidiaries.
The aggregate market value of the Common Stock held by non-affiliates at that
date, was approximately $1.3 billion (based upon non-affiliate holdings of
35,312,072 shares and a market price of $37.50 per share.)
_____________
Documents Incorporated by Reference:
Proxy Statement for the 1997 Annual Meeting of Shareholders
(portions of which are incorporated by reference into Part III hereof).
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ITEM 8
Financial Statements and Supplementary Data
Page
Report of Independent Auditors F-1
Consolidated Balance Sheet:
December 31, 1996 and 1995 F-2
Consolidated Statement of Earnings:
Years ended December 31, 1996, 1995 and 1994 F-3
Consolidated Statement of Cash Flows:
Years ended December 31, 1996, 1995 and 1994 F-4
Notes to Consolidated Financial Statements F-5
"Selected Quarterly Financial Data" has been included in Note N to the
Consolidated Financial Statements.
ITEM 9
Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
AFG filed a report on Form 8-K on August 29, 1995, reporting a
change in its independent auditors. The report is incorporated herein
by reference.
PART III
The information required by the following Items will be included
in AFG's definitive Proxy Statement for the 1997 Annual Meeting of
Shareholders which will be filed with the Securities and Exchange
Commission within 120 days after the end of Registrant's fiscal
year and is incorporated herein by reference.
ITEM 10 Directors and Executive Officers of the Registrant
ITEM 11 Executive Compensation
ITEM 12 Security Ownership of Certain Beneficial Owners and Management
ITEM 13 Certain Relationships and Related Transactions
33
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Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment to be signed on
its behalf by the undersigned, duly authorized.
AMERICAN FINANCIAL GROUP, INC.
BY:s/Fred J. Runk
Fred J. Runk
Senior Vice President and
Treasurer
Dated: April 30, 1997
