UNITED STATES

UNITED STATES

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 (Date of earliest event reported): October 9, 2009

AMERICAN FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)


Ohio

1-13653

31-1544320

                                                                                                                                                     

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

     


One East Fourth Street, Cincinnati, OH

45202

____________________________________________________________

________________________

(Address of principal executive offices)

(Zip Code)


Registrant's telephone number, including area code 513-579-2121

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b))

   

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c))

 

 

 

 


 

Section 8 - Other Events

Item 8.01
 Other Events.

October 9, 2009, American Financial Group, Inc. announced that it expects to record an after-tax realized gain of approximately $50 million ($0.42 per share) during the fourth quarter of 2009 on the sale of a portion of its common stock investment in Verisk Analytics, Inc. ("Verisk," formerly Insurance Services Office, Inc.) AFG sold approximately 35% of its position in conjunction with Verisk's Initial Public Offering ("IPO"), which was announced earlier last week.

A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.


Section 9 - Financial Statements and Exhibits


Item 9.01 Financial Statements and Exhibits.

    1. Financial statements of business acquired.  Not applicable.
    2. Pro forma financial information.  Not applicable.
    3. Exhibits

Exhibit No.

Description                                                                                                                             

   

  99.1

Press release, dated October 9, 2009.

 

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 hereunto duly authorized.


 

AMERICAN FINANCIAL GROUP, INC.

   
   

Date: October 12, 2009

 
 

By: Karl J. Grafe                                

 

      Karl J. Grafe

 

      Vice President

 

 

 

 

 

 

AMERICAN

Exhibit 99.1

 

 

American Financial Group to Recognize Fourth Quarter Gain

On Sale of Shares of Verisk Analytics

 

Cincinnati, Ohio - October 9, 2009 - - American Financial Group, Inc. (NYSE/NASDAQ: AFG) announced today that it expects to record an after-tax realized gain of approximately $50 million ($0.42 per share) during the fourth quarter of 2009 on the sale of a portion of its common stock investment in Verisk Analytics, Inc. ("Verisk," formerly Insurance Services Office, Inc.). AFG sold approximately 35% of its position in conjunction with Verisk's Initial Public Offering ("IPO"), which was announced earlier this week. Half of AFG's remaining position in Verisk is held in Class B-1 common shares that automatically convert to Class A common shares 18 months after the date of the IPO, with the balance held in Class B-2 common shares that convert to Class A shares 24 months after the date of the IPO. Prior to automatic conversion to Class A shares, transfers of Class B shares are subject to certain limitations, but may be sold to other holders of Class B common stock.

Following the sale, American Financial Group owns approximately 6.7 million shares of Class B common stock with a cost basis of approximately $24 million. These shares are convertible into Class A shares having a fair value of approximately $178 million at yesterday's closing price of $26.60 per share.

Verisk aggregates and provides proprietary actuarial and underwriting data related to the U.S. property and casualty insurance marketplace for the purpose of understanding and managing business risk.

About American Financial Group, Inc.

American Financial Group is an insurance holding company, based in Cincinnati, Ohio with assets in excess of $25 billion. Through the operations of Great American Insurance Group, AFG is engaged primarily in property and casualty insurance, focusing on specialized commercial products for businesses, and in the sale of traditional fixed, indexed and variable annuities and a variety of supplemental insurance products. Great American Insurance Group's roots go back to 1872 with the founding of its flagship company, Great American Insurance Company.

 

 

 

Contact:

Diane P. Weidner

Web Sites:

 

Asst. Vice President - Investor Relations

www.AFGinc.com

 

(513) 369-5713

www.GreatAmericanInsurance.com

 

 

www.GAFRI.com

-o0o-