-----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, EHOwfrjK8C/JzxWTEbmYREBWs9TGskuIUjsTaFwYCKCKDGI7DK1daERKzUkURw75 uQxvPw/6RzwszgIolxL+uQ== 0001042046-98-000012.txt : 19980922 0001042046-98-000012.hdr.sgml : 19980922 ACCESSION NUMBER: 0001042046-98-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980914 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980921 SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN FINANCIAL CORP CENTRAL INDEX KEY: 0000005016 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 310624874 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-07361 FILM NUMBER: 98712465 BUSINESS ADDRESS: STREET 1: ONE E 4TH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135792121 8-K 1 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: September 14, 1998 Commission File No. 1- 7361 (Date of earliest event reported) AMERICAN FINANCIAL CORPORATION Incorporated under the laws of Ohio IRS Employer Identification No. 31-0624874 One East Fourth Street Cincinnati, Ohio 45202 Phone: (513) 579-2121 Former name or former address, if changed since last report - not applicable. AMERICAN FINANCIAL CORPORATION FORM 8-K Item 5. Other Events. Please see the News Release of American Financial Group, Inc., parent company of American Financial Corporation, attached hereto as Exhibit 99. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not Applicable (b) Not Applicable (c) Exhibit (99) - Additional Exhibit. 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. AMERICAN FINANCIAL CORPORATION September 21, 1998 By: James C. Kennedy --------------------------- James C. Kennedy Deputy General Counsel & Secretary Exhibit 99 [AMERICAN FINANCIAL GROUP, INC. NEW RELEASE] American Financial Group Agrees To Sell Its Commercial Lines Division To Ohio Casualty Group Cincinnati, Ohio - September 15, 1998 - American Financial Group, Inc. (NYSE: AFG) announced today that its insurance subsidiary, Great American Insurance Company, has reached a definitive agreement to sell substantially all of its Commercial Lines Division to Ohio Casualty Insurance Company, an insurance subsidiary of Ohio Casualty Corporation (NASDAQ: OCAS). Under the agreement, Great American will transfer certain commercial lines insurance liabilities and related assets to Ohio Casualty in exchange for $300 million in cash, plus warrants to purchase 3 million shares of Ohio Casualty common stock. Furthermore, this transaction will enable Great American to redirect $225 million of statutory capital and surplus, formerly dedicated to these commercial lines operations, for other corporate purposes. AFG will also have the opportunity to receive up to an additional $40 million based upon the retention and growth of the insurance business being acquired by Ohio Casualty. AFG's net gain on this transaction is expected to be in excess of $1.50 per share. As part of the transaction, Ohio Casualty will assume responsibility for the personnel of Great American's Commercial Lines Division as well as the relationships with the agencies that produced the commercial lines book of business. Great American will continue to provide specialty and personal lines products through its existing agency force. In addition, the companies have agreed to a marketing agreement under which AFG will provide specialty and nonstandard auto products through Ohio Casualty's agency force. AFG will provide investment management services for a portion of Ohio Casualty's portfolio. Great American's commercial lines insurance is written primarily in 26 states with the largest states, in terms of direct written premiums, being New York, New Jersey, North Carolina, Maryland and Connecticut. The commercial lines being sold generated net written premiums of approximately $330 million in 1997. This combination will provide unique opportunities for the commercial lines people of Great American and Ohio Casualty as part of a larger organization. Tom Hayes, President of Great American's Commercial Lines Division, will become Executive Vice President and Chief Operating Officer of Ohio Casualty. AFG Co-President, Carl H. Lindner, III stated, "We are pleased with Ohio Casualty's decision to acquire Great American's Commercial Lines Division. This transaction provides the opportunity for both of our companies to more effectively pursue our own strategic objectives. We are looking forward to having a strategic alliance with Ohio Casualty through our new marketing arrangements, investment management services agreement and the opportunity to have an equity position in the company". Mr. Lindner also stated, "AFG will continue to focus on growth opportunities in its specialty lines and private passenger automobile businesses. We have a meaningful market position in each of our remaining business lines which provide an opportunity for continuing growth and enhanced profitability. The proceeds of this sale will provide AFG with increased financial flexibility to make strategic insurance investments while maintaining a conservative capital structure". Completion of the transaction, which is expected to occur in the fourth quarter of 1998, is subject to certain conditions and applicable regulatory approvals. Under the agreement with Ohio Casualty, AFG will retain liabilities for certain asbestos and environmental exposures ("A&E") relating to claims under policies written prior to the mid-1980's. AFG's insurance subsidiaries are in the process of reviewing their A&E reserves and expect this review to be completed before the end of this year. While its A&E reserves at June 30, 1998 were about $350 million, approximately 10 times the preceding three years' average claim payments, AFG expects that the review could indicate estimated ultimate aggregate losses as much as two-thirds greater than that amount. Any additional A&E reserves estimated to be required will be recorded as a special charge upon completion of the review. In addition to its property and casualty insurance businesses, American Financial Group is engaged in the sale of tax-deferred annuities and certain life and health insurance products. 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. Actual results could differ materially from those expected by AFG depending on certain factors including but not limited to adverse loss development in AFG's operations relating to known and unknown events, increased price competition and other changes in market conditions that could affect AFG's insurance operations. -----END PRIVACY-ENHANCED MESSAGE-----