SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 2)
American Financial Group, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
025932 10 4
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(CUSIP Number)
James C. Kennedy, Esq.
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)
See Item 5
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Page 1 of 13 Pages
<PAGE>
CUSIP NO. 025932 10 4 13D Page 2 of 13
Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
3,508,541 (See Item 5)
8 SHARED VOTING POWER
4,578,882
9 SOLE DISPOSITIVE POWER
3,508,541
10 SHARED DISPOSITIVE POWER
4,578,882
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,139,241 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 025932 10 4 13D Page 3 of 13
Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
4,063,294 (See Item 5)
8 SHARED VOTING POWER
18,528
9 SOLE DISPOSITIVE POWER
4,063,294 (See Item 5)
10 SHARED DISPOSITIVE POWER
18,528
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,486,367 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 025932 10 4 13D Page 4 of 13
Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
S. Craig Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
3,883,747 (See Item 5)
8 SHARED VOTING POWER
68,625
9 SOLE DISPOSITIVE POWER
3,883,747 (See Item 5)
10 SHARED DISPOSITIVE POWER
68,625
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,201,644 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 025932 10 4 13D Page 5 of 13
Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Keith E. Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
6,144,268 (See Item 5)
8 SHARED VOTING POWER
341
9 SOLE DISPOSITIVE POWER
6, 144,268 (See Item 5)
10 SHARED DISPOSITIVE POWER
341
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,389,154 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
This Amendment No. 2 to Schedule 13D is filed on behalf of
Carl H. Lindner and his sons Carl H. Lindner III, S. Craig
Lindner and Keith E. Lindner (collectively the "Lindner Family"
or the "Reporting Persons"). Items not included in this
amendment are either not amended or are not applicable.
Item 1. Security and Issuer.
This Statement relates to shares of Common Stock, no par
value per share ("Common Stock"), of American Financial Group,
Inc., an Ohio corporation ("American Financial"). The principal
executive offices of American Financial are located at One East
Fourth Street, Cincinnati, Ohio 45202.
Item 5. Interest in Securities of the Issuer.
As of September 30, 1998, the Lindner Family beneficially
owned an aggregate of 23,216,406 shares (or approximately 38.3%)
of the outstanding American Financial Common Stock as follows:
<TABLE>
<CAPTION>
Number Percent Ownership
Holder of Shares of Class Interest (a)
<S> <C> <C> <C>
Carl H. Lindner 8,139,241 (b) 13.6% 19.7%
Carl H. Lindner III 4,486,367 (c) 7.5% 8.7%
S. Craig Lindner 4,201,644 (d) 7.0% 8.7%
Keith E. Lindner 6,389,154 (e) 10.7% 8.7%
Total: 23,216,406
</TABLE>
(a) This column indicates the ownership percentages for Messrs.
Carl H. Lindner III, S. Craig Lindner and Keith E. Lindner
(i) before attributing the shares held in various trusts for
the benefit of the minor children of Carl H. Lindner III and
S. Craig Lindner (for which Keith E. Lindner acts as trustee
with voting and investment power) to Keith E. Lindner and
(ii) including all options, whether or not currently
exercisable.
(b) Includes 4,578,882 shares held by his spouse, 51,818 shares
which may be acquired within 60 days through the exercise of
options granted under the American Financial Stock Option
Plan (the "Option Plan"), and excludes 3,732,448 shares held
in trusts, the grantor of which is his spouse, and the
beneficiaries of the trust are Mrs. Lindner and their sons
Carl H. Lindner III, S. Craig Lindner and Keith E. Lindner,
but for which third parties act as trustee with voting and
investment power.
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<PAGE>
(c) Includes 18,528 shares held by a trust over which his spouse
has voting and investment power, 404,545 shares which may be
acquired within 60 days through the exercise of options
granted under the Option Plan. Does not include 646,264
shares which are held in various trusts for the benefit of
his minor children for which Keith E. Lindner acts as
trustee with voting and investment power.
(d) Includes 68,625 shares held by his spouse as custodian for
their minor children or in a trust over which his spouse has
voting and investment power and 249,272 shares which may be
acquired within 60 days through the exercise of options
granted under the Option Plan. Does not include 775,714
shares which are held in various trusts for the benefit of
his minor children for which Keith E. Lindner acts as
trustee with voting and investment power.
(e) This number includes 341 shares held by his spouse, 244,545
shares which may be acquired within 60 days through the
exercise of options granted under the Option Plan and
1,421,978 shares (described in footnotes (c) and (d) above),
which are held in various trusts for the benefit of the
minor children of his brothers, Carl H. Lindner III and S.
Craig Lindner over which Keith E. Lindner has sole voting
and investment power but no financial interest.
In addition to the shares set forth in the foregoing table,
subsidiaries of American Financial beneficially own 18,666,614
shares of American Financial Common Stock and hold an additional
1,367,981 shares to satisfy certain claims against the
predecessor of American Financial. As a result, these shares are
not deemed to be outstanding for purposes of determining the
ownership percentages of the Lindner Family, nor are the
Reporting Persons entitled to vote such shares.
On September 4, 1998, Carl H. Lindner III, S. Craig Lindner
and Keith E. Lindner each exercised options for 5,455 shares
under the Option Plan at $23.7236, $20.9186 and $23.97 per share,
respectively. On September 3, 1998, Carl H. Lindner III
purchased 302 shares in the open market for $34.2297 per share.
All of these exercises and the purchase were made with funds
available for investment.
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<PAGE>
Except as set forth in this Item 5, to the best knowledge
and belief of the undersigned, no transactions involving American
Financial Common Stock have been effected during the past 60 days
by the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
None.
Item 7. Material to be filed as Exhibits.
(1) Powers of Attorney executed in connection with
filings under the Securities Exchange Act of 1934, as
amended.
(2) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
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: October 13, 1998
* Carl H. Lindner
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Carl H. Lindner
* Carl H. Lindner III
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Carl H. Lindner III
* S. Craig Lindner
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S. Craig Lindner
* Keith E. Lindner
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Keith E. Lindner
* By: James C. Kennedy
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James C. Kennedy
Attorney-in-Fact
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<PAGE>
Exhibit 1
POWER OF ATTORNEY
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I, Carl H. Lindner, do hereby appoint James C. Kennedy and
Karl J. Grafe, or either of them, as my true and lawful attorneys-
in-fact to sign on my behalf individually and as Chairman of the
Board of Directors and Chief Executive Officer of American
Financial Group, Inc. or as a director or executive officer of
any of its subsidiaries and to file with the Securities and
Exchange Commission any schedules or other filings or amendments
thereto made by me or on behalf of American Financial Group, Inc.
or any of its subsidiaries pursuant to Sections 13(d), 13(f),
13(g), 14(d) and 16(a) 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 5th day of November, 1997.
/s/ Carl H. Lindner
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Carl H. Lindner
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<PAGE>
POWER OF ATTORNEY
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I, Carl H. Lindner III, do hereby appoint James C. Kennedy
and Karl J. Grafe, or either of them, as my true and lawful
attorneys-in-fact to sign on my behalf individually and as an
officer or director of American Financial Group, Inc. or as a
director or executive officer of any of its subsidiaries and to
file with the Securities and Exchange Commission any schedules or
other filings or amendments thereto made by me or on behalf of
American Financial Group, Inc. or any of its subsidiaries
pursuant to Sections 13(d), 13(f), 13(g), 14(d) and 16(a) 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 5th day of November, 1997.
/s/ Carl H. Lindner III
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Carl H. Lindner III
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<PAGE>
POWER OF ATTORNEY
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I, S. Craig Lindner, do hereby appoint James C. Kennedy and
Karl J. Grafe, or either of them, as my true and lawful attorneys-
in-fact to sign on my behalf individually and as an officer or
director of American Financial Group, Inc. or as a director or
executive officer of any of its subsidiaries and to file with the
Securities and Exchange Commission any schedules or other filings
or amendments thereto made by me or on behalf of American
Financial Group, Inc. or any of its subsidiaries pursuant to
Sections 13(d), 13(f), 13(g), 14(d) and 16(a) 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 5th day of November, 1997.
/s/ S. Craig Lindner
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S. Craig Lindner
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<PAGE>
POWER OF ATTORNEY
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I, Keith E. Lindner, do hereby appoint James C. Kennedy and
Karl J. Grafe, or either of them, as my true and lawful attorneys-
in-fact to sign on my behalf individually and as an officer or
director of American Financial Group, Inc. or as a director or
executive officer of any of its subsidiaries and to file with the
Securities and Exchange Commission any schedules or other filings
or amendments thereto made by me or on behalf of American
Financial Group, Inc. or any of its subsidiaries pursuant to
Sections 13(d), 13(f), 13(g), 14(d) and 16(a) 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 5th day of November, 1997.
/s/ Keith E. Lindner
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Keith E. Lindner
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<PAGE>
Exhibit 2
AGREEMENT
This Agreement executed this 7th day of April, 1995, is by
and among Carl H. Lindner ("CHL"), Carl H. Lindner III (CHL III),
S. Craig Lindner ("SCL") and Keith E. Lindner ("KEL"), each an
individual, the business address of each is One East Fourth
Street, Cincinnati, Ohio 45202. CHL, CHL III, SCL and KEL are
referred to herein collectively as the Lindner Family.
WHEREAS, as of the date of this Agreement, the Lindner
Family beneficially owns approximately 49.9% of American
Premier's outstanding Common Stock and each member of the Lindner
Family is a director and executive officer of American Premier
and AFC;
NOW THEREFORE BE IT RESOLVED, that CHL, CHL III, SCL and KEL
do hereby agree to file jointly with the Securities and Exchange
Commission any schedules or other filings or amendments thereto
made by or on behalf of any of them pursuant to Section 13(d),
13(f), 13(g), and 14(d) of the Securities Exchange Act of 1934,
as amended.
/s/ Carl H. Lindner
---------------------------------
Carl H. Lindner
/s/ Carl H. Lindner III
---------------------------------
Carl H. Lindner III
/s/ S. Craig Lindner
---------------------------------
S. Craig Lindner
/s/ Keith E. Lindner
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Keith E. Lindner
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