SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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. __
American Financial Group, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
025932 10 4
(CUSIP Number)
Karl J. Grafe, Esq.
301 East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2540
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 2012
(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 o
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CUSIP No. 025932 10 4
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Page 2 of 4 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Edyth B. Lindner
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
PF,OO – See Item 3
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
4,414,520
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8
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SHARED VOTING POWER
306,939
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9
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SOLE DISPOSITIVE POWER
4,414,520
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10
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SHARED DISPOSITIVE POWER
306,939
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,721,459 – See Item 5
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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14
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TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer
This Schedule 13D is filed on behalf of Edyth B. Lindner (the “Reporting Person”) regarding the Common Stock, no par value per share (the “Shares”), of American Financial Group, Inc., a corporation organized under the laws of Ohio (“AFG” or the “Issuer”).
The principal executive offices of AFG are located at 301 East Fourth Street, Cincinnati, Ohio 45202.
Item 2. Identity and Background
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(a)
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Edyth B. Lindner
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(b)
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1 East Fourth Street, Cincinnati, Ohio 45202
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(c)
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Individual Investor
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(d)
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None
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(e)
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None
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(f)
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United States citizen
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Item 3. Source and Amount of Funds or Other Consideration.
The Shares held by Mrs. Lindner were acquired through bequest, inheritance, gift or acquisition on the open market.
Item 4. Purpose of Transactions.
The Reporting Person acquired for investment purposes all of the Shares for which she is deemed to be a beneficial owner. The Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Person intends to review her investment in the Issuer on a continuing basis and retains the right to change her investment intent, to acquire additional Shares from time to time or to sell or otherwise dispose of all or part of the Shares beneficially owned by her in any manner permitted by law.
Item 5. Interest in Securities of the Issuer.
(a) See Items 11 and 13 on pages 2 and 3 of this Schedule 13D.
(b) See Items 7, 9 and 11 on pages 2 and 3 of this Schedule 13D. All Shares over which the Reporting Person has sole voting and dispositive power are held in a family trust. All Shares over which the Reporting Person shares voting and dispositive power are held by a charitable foundation.
(c) On October 1, 2012, the Reporting Person received 410,864 Shares through distributions from Grantor Retained Annuity Trusts (GRATs) for no consideration. The Reporting Person has engaged in no other transactions in Shares during the preceding 60 days.
(d) Not Applicable.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Other than the Power of Attorney filed as part of Item 7, the Reporting Person has no contracts, arrangements, understandings or relationships with respect to the Shares.
Item 7. Material to be Filed as Exhibits.
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Exhibit
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Description
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99.1
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Power of Attorney
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 10, 2012
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/s/ Karl J. Grafe | |
| Karl J. Grage, Attorney-in-Fact for Edyth B. Lindner | |||
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EXHIBIT 99.1
POWER OF ATTORNEY
Know by all these presents, that the undersigned, Edyth B. Lindner, hereby makes, constitutes and appoints each of Karl J. Grafe and Mark A. Weiss, the attorneys-in-fact (the “Attorneys-In-Fact”) of the undersigned, with full power and authority, including without limitation the power of substitution and resubstitution, acting together or separately, in the name of and for and on behalf of him:
(a) For the purpose of complying with the requirements of the Securities Act of 1933, as amended, and the rules of the Securities and Exchange Commission (the “Commission”) promulgated thereunder (collectively, the “Securities Act”), and the Securities Exchange Act of 1934, as amended, and the rules of the Commission promulgated thereunder (collectively, the “Exchange Act”), to prepare or cause to be prepared, execute, sign and file with the Commission and all applicable securities exchanges on behalf of the undersigned all statements, reports and other filings (including without limitation any amendments thereto) required to be filed by the undersigned under the Securities Act or the Exchange Act, including without limitation all Schedules 13D, Schedules 13G, Schedules 13E-3, and Schedules 14D-1 with respect to the securities of American Financial Group, Inc. (the “Company”); and
(b) To make, execute, acknowledge, and deliver such other documents, letters, and other writings, including communications to the Commission, and in general to do all things and to take all actions, which the Attorneys-In-Fact in his or her sole discretion may consider necessary or proper in connection with or to carry out the objective of complying with the Securities Act and the Exchange Act, as fully as could the undersigned if personally present and acting. The Attorneys-In-Fact are hereby empowered to determine in his/her sole discretion the time or times when, purpose for and manner in which any power therein conferred upon him or her shall be exercised, and the conditions, provisions, or other contents or any report, instrument or other document which may be executed by him or her pursuant hereto.
The undersigned hereby ratifies all that the Attorneys-In-Fact or his or her substitute or substitutes shall do under the authority of this Power of Attorney.
The Attorneys-In-Fact shall have full power to make and substitute any other Attorneys-In-Fact in his or her place and stead. The term “Attorneys-In-Fact” shall include the respective substitutes of any Attorneys-In-Fact.
The undersigned acknowledges that the foregoing Attorneys-In-Fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with the Securities Act or the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to make filings with the Securities and Exchange Commission with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing Attorneys-In-Fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of October, 2012.
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/s/ Edyth B. Lindner | |
| Edyth B. Lindner | |||
| Edyth B. Lindner | |||
| Print Name | |||