-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ow0MwEXJjdXt8ScfGPkC9MiH4Etv2hSqhIVUUsSVE+ddVI/0cq1NZVzZb15hJRH8 WtKvbaq1O2OxrtVKrMOFwg== 0000892251-06-000587.txt : 20060905 0000892251-06-000587.hdr.sgml : 20060904 20060905155800 ACCESSION NUMBER: 0000892251-06-000587 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060905 DATE AS OF CHANGE: 20060905 EFFECTIVENESS DATE: 20060905 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN FINANCIAL GROUP INC CENTRAL INDEX KEY: 0001042046 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 311544320 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-74282 FILM NUMBER: 061074066 BUSINESS ADDRESS: STREET 1: ONE EAST FOURTH STREET STREET 2: SUITE 919 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135792121 MAIL ADDRESS: STREET 1: ONE EAST FOURTH STREET STREET 2: SUITE 919 CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN FINANCIAL GROUP HOLDINGS INC DATE OF NAME CHANGE: 19970709 S-8 POS 1 forms8no10906.htm FORM S-8, AMENDMENT NO. 1 Form S-8 Amendment No. 1

As filed with the Securities and Exchange Commission on September 5, 2006

Registration No. 333-74282

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_________________

AMERICAN FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)

Ohio 31-1544320
(State or other jurisdiction of
incorporation or organization) 		(IRS Employer Identification
          Number)

One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2121
(Address of Registrant’s Principal Executive Offices)

_________________

GREAT AMERICAN FINANCIAL RESOURCES, INC.
RETIREMENT AND SAVINGS PLAN

_________________

James C. Kennedy, Esq.
Vice President, Deputy General Counsel and Secretary
American Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2538
Facsimile: (513) 579-0108
(Name, Address and Telephone Number, Including Area Code,
of Agent for Service of Process)

        This Post-Effective Amendment No. 1 to Form S-8 Registration Statement is being filed solely to remove from registration securities that were registered and will not be issued in connection with the Registrant’s offering.

        American Financial Group, Inc. (the “Registrant”) filed its Registration Statement on Form S-8 (No. 333-74282) (the “Registration Statement”) with the Securities and Exchange Commission with respect to 250,000 shares of the Registrant’s common stock which were to be issued in connection with the Great American Financial Resources, Inc. (“GAFRI”) Retirement and Savings Plan (the “Plan”). GAFRI is a subsidiary of the Registrant.

        The Plan has since merged into the Registrant’s Retirement and Savings Plan. As a result of the merger, the separate existence of the Plan has terminated, and no more shares of Registrant common stock can be issued under the Plan.

        Pursuant to the Registrant’s undertaking in Part II, Item 9 in the Registration Statement, the Registrant is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to withdraw the Registration Statement, including all amendments and exhibits to the Registration Statement, with respect to the 205,350 unsold shares of Registrant common stock registered under the Registration Statement.















2

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cincinnati, Ohio, on September 5, 2006.

AMERICAN FINANCIAL GROUP, INC.


BY: /s/James C. Kennedy
      ——————————————
      James C. Kennedy
      Vice President, Deputy General
          Counsel and Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 Capacity
 Date
*                                                           Chairman of the Board of Directors  
Carl H. Lindner  
 
*                                                           Co-Chief Executive Officer and
Director (Principal Executive Officer)		  
Carl H. Lindner III
 
*                                                           Co-Chief Executive Officer and
Director (Principal Executive Officer) 		 
S. Craig Lindner
 
*                                                           Director  
James E. Evans
 
*                                                           Director  
Theodore H. Emmerich
 
*                                                           Director  
William R. Martin
 
/s/Keith A. Jensen                            Senior Vice President (Principal September 5, 2006
Keith A. Jensen Financial and Accounting Officer)
 
*By:/s/Karl J. Grafe                           Attorney-in-Fact September 5, 2006
        Karl J. Grafe  
 -----END PRIVACY-ENHANCED MESSAGE-----