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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): December 13, 2021
AMERICAN FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Ohio
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1-13653
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31-1544320
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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301 East Fourth Street, Cincinnati, OH
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45202
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (513) 579-2121
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(Former name or former address, if changed since last report.)
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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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Common Stock
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AFG
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New York Stock Exchange
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5.875% Subordinated Debentures due March 30, 2059
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AFGB
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New York Stock Exchange
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5.125% Subordinated Debentures due December 15, 2059
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AFGC
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New York Stock Exchange
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5.625% Subordinated Debentures due June 1, 2060
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AFGD |
New York Stock Exchange
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4.5% Subordinated Debentures due September 15, 2060
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AFGE
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New York Stock Exchange
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On December 13, 2021, the Company issued a press release announcing that it declared a special, one-time cash dividend of $2.00 per
share of American Financial Group Common Stock. The dividend is payable on December 30, 2021 to holders of record on December 24, 2021. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference in this Item 8.01.
Item 9.01 |
Financial Statements and Exhibits.
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Press Release dated December 13, 2021.
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104
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Cover page Interactive Date File (embedded within Inline XBRL document).
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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.
Date: December 14, 2021
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AMERICAN FINANCIAL GROUP, INC.
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By:
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/s/ Mark A. Weiss
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Mark A. Weiss
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Vice President
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Exhibit 99.1
American Financial Group, Inc. Declares Special Dividend
CINCINNATI – December 13, 2021 – American Financial Group, Inc. (NYSE: AFG) announced today that it has declared a special, one-time cash dividend of $2.00 per share of
American Financial Group Common Stock. The dividend is payable on December 30, 2021, to holders of record on December 24, 2021. The aggregate amount of the payment to be made in connection with this special dividend will be approximately $170
million. This special dividend is in addition to the Company’s regular quarterly cash dividend of $0.56 per share most recently paid on October 25, 2021. With this special dividend, the Company has declared $26.00 per share in special dividends in
2021.
AFG Co-CEOs Carl H. Lindner III and S. Craig Lindner stated: “Returning excess capital to shareholders in the form of this $2.00 special dividend is an important and
effective component of our capital management strategy; it reflects AFG’s strong financial position and our confidence in the Company’s financial future. Our excess capital remains at a significant level, which affords us the financial flexibility to
grow our Specialty P&C business organically and through acquisitions and start-ups that meet our target return thresholds, make opportunistic repurchases of AFG’s stock and pay additional dividends.”
About American Financial Group, Inc.
American Financial Group is an insurance holding company, based in Cincinnati, Ohio. Through the operations of Great American Insurance Group, AFG is engaged primarily
in property and casualty insurance, focusing on specialized commercial products for businesses. Great American Insurance Group’s roots go back to 1872 with the founding of its flagship company, Great American Insurance Company.
Forward Looking Statements
This press release contains certain statements that may be deemed to be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. All statements in this press release not dealing with historical results are forward-looking and are based on estimates, assumptions and projections. Examples of such forward-looking statements
include statements relating to: the Company's expectations concerning market and other conditions and their effect on future premiums, revenues, earnings, investment activities and the amount and timing of share repurchases; recoverability of asset
values; expected losses and the adequacy of reserves for asbestos, environmental pollution and mass tort claims; rate changes; and improved loss experience.
Actual results and/or financial condition could differ materially from those contained in or implied by such forward-looking statements for a variety of reasons
including, but not limited to: changes in financial, political and economic conditions, including changes in interest and inflation rates, currency fluctuations and extended economic recessions or expansions in the U.S. and/or abroad; performance of
securities markets; new legislation or declines in credit quality or credit ratings that could have a material impact on the valuation of securities in AFG’s investment portfolio; the availability of capital; changes in insurance law or regulation,
including changes in statutory accounting rules, including modifications to capital requirements; the effects of the COVID-19 outbreak, including the effects on the international and national economy and credit markets, legislative or regulatory
developments affecting the insurance industry, quarantines or other travel or health-related restrictions; changes in the legal environment affecting AFG or its customers; tax law and accounting changes; levels of natural catastrophes and severe
weather, terrorist activities (including any nuclear, biological, chemical or radiological events), incidents of war or losses resulting from pandemics, civil unrest and other major losses; disruption caused by cyber-attacks or other technology
breaches or failures by AFG or its business partners and service providers, which could negatively impact AFG’s business and/or expose AFG to litigation; development of insurance loss reserves and establishment of other reserves, particularly with
respect to amounts associated with asbestos and environmental claims; availability of reinsurance and ability of reinsurers to pay their obligations; competitive pressures; the ability to obtain adequate rates and policy terms; changes in AFG’s
credit ratings or the financial strength ratings assigned by major ratings agencies to AFG’s operating subsidiaries; the impact of the conditions in the international financial markets and the global economy relating to AFG’s international
operations; and other factors identified in AFG’s filings with the Securities and Exchange Commission.
The forward-looking statements herein are made only as of the date of this press release. The Company assumes no obligation to publicly update any forward-looking
statements.
Contact:
Diane P. Weidner, IRC
Vice President – Investor & Media Relations
513-369-5713
Websites:
www.AFGinc.com
www.GreatAmericanInsuranceGroup.com
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