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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 3, 1997
AMERICAN FINANCIAL GROUP, INC.
(FORMERLY AMERICAN FINANCIAL GROUP HOLDINGS, INC.)
Incorporated under the laws of Ohio
Commission File No. 001-13653 IRS Employer Identification No. 31-1544320
One East Fourth Street, Cincinnati, Ohio 45202
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(Address of Principal Executive Offices) (Zip Code)
(513) 579-2121
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(Registrant's Telephone Number, Including Area Code)
Item 5. Other Events.
This report is made pursuant to Rule 12g-3 to reflect the position of
the Registrant as successor issuer to American Financial Group, Inc., now known
as AFC Holdings Company, and American Financial Enterprises, Inc. The Common
Stock of AFC Holdings Company was listed on the New York Stock Exchange and
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934. The
Common Stock of American Financial Enterprises, Inc. was listed on the Pacific
and Chicago Stock Exchanges and also registered pursuant to Section 12(b) of the
Exchange Act.
The succession took place by means of merger transactions whereby all
equity securities of AFC Holdings Company were exchanged for Common Stock of the
Registrant. Common Stock of American Financial Enterprises, Inc. not exchanged
for cash, was also exchanged for Common Stock of the Registrant.
The Common Stock of the Registrant, American Financial Group, Inc.,
has been listed on the New York Stock Exchange and registered pursuant to
Section 12(b) of the Exchange Act pursuant to Form 8-A filed with the Commission
on November 26, 1997 and made effective December 1, 1997.
See attached News Release regarding the above-described mergers and
certain other matters.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99 News Release dated December 2, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
American Financial Group, Inc.
BY: /s/James C. Kennedy
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James C. Kennedy
Secretary
Signed: December 3, 1997
AMERICAN
FINANCIAL GROUP, INC. NEWS RELEASE
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Date: December 2, 1997 Contact: Anne N. Watson
For Release: Immediately Phone: (513) 579-6652
Web Site: http://www.amfnl.com
AMERICAN FINANCIAL GROUP AND
SUBSIDIARIES APPROVE PLANS TO
SIMPLIFY CORPORATE STRUCTURE
(Cincinnati, Ohio) American Financial Group, Inc. (NYSE: AFG) announced today
that shareholders of AFG and two of its subsidiaries, American Financial
Corporation ("AFC") and American Financial Enterprises, Inc. ("AFEI") voted
overwhelmingly to approve their respective mergers, which were completed today.
The mergers are expected to reduce AFG's corporate expenses and simplify the
public company structure of certain subsidiaries.
AFG shareholders approved the formation of a new holding company which is now
the parent entity of all of AFG's subsidiaries. More than 99% of the shares
voting on the matter voted to approve the AFG reorganization. The new holding
company has changed its name to American Financial Group, Inc. and its stock is
trading on the NYSE under the "AFG" symbol. AFG shareholders will NOT have to
exchange certificates or take any further action.
AFEI Transaction
AFG now owns 100% of the outstanding stock of AFEI; formerly, it owned 81% of
AFEI's common stock with public shareholders owning the remainder (2.77 million
shares). Holders of over 98% of AFEI's shares voted to approve the merger. AFEI
shareholders had the option to receive AFG common stock on a one-for-one basis
or $37.00 per share in cash. AFG expects to issue shares of AFG common stock in
exchange for almost 90% of the AFEI common stock.
AFC Transaction
AFC merged with a wholly-owned subsidiary and holders of its Series F and
Series G Preferred Stock are entitled to receive cash or, at the holders'
elections, a new series of AFC Series J Preferred Stock. The transaction was
approved by holders of approximately 95% of the Series F and Series G shares
voted on the matter. Holders of Series F Preferred Stock will receive $24.78 per
share in cash or Series J Preferred Stock plus an accrued dividend of $.15 per
share; holders of Series G Preferred Stock will receive $10.50 per share plus an
accrued dividend of $.26 per share. AFC will pay approximately $250 million and
issue approximately 2.8 million shares of its Series J Preferred Stock to former
holders of Series F and Series G Preferred Stock. Series J Preferred Stock has a
liquidation value of $25.00 per share and will pay an annual dividend of $2.00
per share beginning May 1, 1998.
American Financial Group is engaged primarily in specialty and multi-line
property and casualty insurance businesses and in the sale of tax-deferred
annuities and certain life and health insurance products.