-----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, McbYhpAt4wDMKCBX4zxjlS5Uk9AEpEnVgfZIKuQQcTNMbA89CPVGv/Oei6k7dHYB DSmYlwcz8pCs7nAm8R5HQQ== 0001042046-07-000050.txt : 20071218 0001042046-07-000050.hdr.sgml : 20071218 20071218153759 ACCESSION NUMBER: 0001042046-07-000050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071217 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071218 DATE AS OF CHANGE: 20071218 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13653 FILM NUMBER: 071313033 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 8-K 1 afg8-kmarketforma.htm 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): December 17, 2007

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.

On December 17, 2007, American Financial Group, Inc. ("AFG") announced that it has entered into a definitive agreement to become the majority shareholder in Marketform Group Limited. 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 December 17, 2007.

 

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: December 18, 2007

 
 

By: Karl J. Grafe                                

 

Karl J. Grafe

 

Vice President

 

 

EX-99 2 pr-marketform.htm Press Release

Exhibit 99.1

 

 

American Financial Group, Inc. Enters Agreement

To Purchase Marketform Group Limited

 

Cincinnati, Ohio - December 17, 2007 - American Financial Group, Inc. (NYSE/NASDAQ: AFG) today announced it has entered into a definitive agreement to become the majority shareholder in Marketform Group Limited ("Marketform"). Marketform is a Lloyd's insurer that focuses on specialty property and casualty insurance products outside of the United States, and is a market leader in the non-U.S. medical malpractice market.

Under the agreement, AFG will pay approximately $75 million, which may be adjusted based on Marketform's final balance sheet. As a result, AFG will effectively own approximately 67% of Marketform and Marketform's management and staff will own the remaining one-third interest. AFG has also provided a $46 million letter of credit as a corporate member of Lloyd's Syndicate 2468, which is managed by Marketform. As a result of this action and the Marketform acquisition, AFG will be providing approximately 51% of the capital to Syndicate 2468. This acquisition is expected to increase AFG's gross written premiums by approximately $150 million in 2008. While the transaction is subject to customary conditions and regulatory approvals, a closing is anticipated in the early part of 2008.

"We are very excited to enter into this new relationship with AFG and look forward to working with the Great American Insurance team", commented Holly Bellingham, Chairman of Marketform. "The new investment from AFG gives us a solid financial platform that will help take the company to the next level of development, providing us with new opportunities, new lines of business to underwrite and ultimately further profitable growth."

Carl Lindner III, Co-Chief Executive Officer of AFG, commented, "We are enthusiastic about our ability to partner with Marketform's management and employees to grow our business internationally. We feel that Marketform's existing book of business and underwriting philosophy are a good match for AFG and Great American Insurance Group. We are committed to expanding Marketform's current product offerings into several of our specialty businesses. This acquisition supports one of our strategic objectives of increasing AFG's geographic coverage. We expect this transaction to add approximately $.03 per share to AFG's 2008 earnings and that its earnings contribution should grow to more than three times that amount over the next four years. We continue to expect our core net operating earnings guidance for 2008 to be between $3.75 and $3.95 per share."

About American Financial Group, Inc.

Through the operations of the 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.

 


Page Two

 

About Marketform

Marketform is a leading specialist liability insurer and was founded by group chairman Holly Bellingham in 1989 after she led a management buy-out from the Crawley Warren Group. Based in London with subsidiary companies in Spain, Italy and Australia, Marketform is a market leader for non-US medical professional liability insurance and other specialty casualty lines such as professional indemnity, general liability, product recall, directors and officers' liability, and specialist personal accident business. In 2006, Marketform was named by the London Times as one of the top 100 best places to work.

The Marketform Group includes the Lloyd's managing agent that manages Lloyd's Syndicate 2468 (Marketform Managing Agency Limited), two Lloyd's corporate members that provide capital to Syndicate 2468, and a Lloyd's service company that writes insurance on behalf of a consortium of syndicates that includes Syndicate 2468 (Marketform Limited).

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: AFG's expectations concerning market and other conditions, earnings and investment activities as well as the impact of the transaction and expected expense savings.

Actual results could differ materially from those expected by AFG depending on certain factors including but not limited to: the terms of the proposed transactions, changes in economic conditions including interest rates, performance of securities markets, the availability of capital, regulatory actions and changes in the legal environment affecting AFG and other changes in market conditions that could affect any party to the proposed transactions.

 

Contact:

Anne N. Watson

Web Sites:

www.afginc.com

 

Vice President - Investor Relations

 

www.GreatAmericanInsurance.com

 

American Financial Group, Inc.

 

 

 

(513) 579-6652

 

 

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