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Proc-Type: 2001,MIC-CLEAR
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UNITED STATES FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 1, 2003
AMERICAN FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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1-13653 (Commission File Number) |
31-1544320 |
One East Fourth Street |
Cincinnati, Ohio 45202 |
(Address of principal executive offices including Zip Code) |
Registrant's telephone number, including area code: (513) 579-2121
TABLE OF CONTENTS
Item 5. Other Events and Required FD Disclosure
Item 7. Financial Statements and Exhibits.
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 99.1
Item 5. Other Events and Required FD Disclosure.
A copy of the press release issued by American Financial Group, Inc. on July 7, 2003 is furnished herewith on Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
Exhibit No. |
Description |
99.1 |
Press Release, dated as of July 7, 2003 relating to the Merger Agreement entered into by American Financial Group, Inc. and American Financial Corporation. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registration has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN FINANCIAL GROUP, INC. |
|
Dated: July 7, 2003 |
By: /s/ James C. Kennedy |
James C. Kennedy |
|
Vice President, Deputy General Counsel & Secretary |
INDEX TO EXHIBITS
99.1 |
Press Release, dated as of July 7, 2003 relating to the Merger Agreement entered into by American Financial Group, Inc. and American Financial Corporation. |
EXHIBIT 99.1
AMERICAN FINANCIAL GROUP
ANNOUNCES SIGNING OF MERGER AGREEMENT
Cincinnati, Ohio - July 7, 2003 - American Financial Group, Inc. (NYSE: AFG) announced today that it has entered into a merger agreement with its subsidiary, American Financial Corporation ("AFC"), pursuant to previously announced plans to simplify its corporate structure and eliminate AFC's publicly-traded preferred stock, thus converting minority interest into shareholders' equity.
As previously reported, it is expected that (i) the conversion of AFC's Series J Preferred Stock to AFG common equity and (ii) the elimination of the deferred tax liabilities associated with AFC's holding of AFG stock, will result in a 12% to 15% increase in AFG shareholders' equity.
The transaction is subject to approval by a majority of the outstanding shares of Series J Preferred Stock and a majority of those shares of Series J Preferred Stock voting on the matter which are not held by certain affiliates of AFG, and certain other conditions. The company hopes to complete the merger in the third quarter of 2003.
This announcement does not constitute a solicitation of proxies or consents of AFC or AFG shareholders, which will only be made by means of a prospectus/proxy statement relating to the proposals which has yet to be filed with the Securities and Exchange Commission.
Through the operations of Great American Insurance Group, AFG and AFC are engaged primarily in property and casualty insurance, focusing on specialized commercial products for businesses, and in the sale of annuities, life and supplemental health insurance products.
Forward Looking Statements
Contact: |
Anne N. Watson |
Web Sites: |
www.amfnl.com |
Vice President-Investor Relations |
www.GreatAmericanInsurance.com |
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(513) 579-6652 |
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