SC 13E3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

[Amendment No. _______________]

GREAT AMERICAN FINANCIAL RESOURCES, INC.

(Name of the Issuer)

GREAT AMERICAN FINANCIAL RESOURCES, INC.
AMERICAN FINANCIAL GROUP, INC.
GAFRI ACQUISITION CORP.
(Name of Person(s) Filing Statement)

Common Stock, $1.00 par value (“GAFRI Common Stock”)
(Title of Class of Securities)

389915019
(CUSIP Number of Class of Securities)

GREAT AMERICAN FINANCIAL RESOURCES, INC.
250 East Fifth Street, 10th Floor
Cincinnati, Ohio 45202
Attention: Mark F. Muething, Esq.
(513) 333-5300

AMERICAN FINANCIAL GROUP, INC.
GAFRI ACQUISITION CORP.
One East Fourth Street
Suite 900
Cincinnati, Ohio 45202
Attention: James C. Kennedy, Esq.
(513) 579-2538
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf
of the Person(s) Filing Statement)

with copies to:

Keating Muething & Klekamp PLL	Squire, Sanders & Dempsey L.L.P.
One East Fourth Street	312 Walnut Street
Suite 1400	Suite 3500
Cincinnati, Ohio 45202	Cincinnati, Ohio 45202
Attention: Edward E. Steiner, Esq.	Attention: Stephen C. Mahon, Esq.
Mark A. Weiss, Esq.	513-361-1200
513-579-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf
of the Person(s) Filing Statement)

This statement is filed in connection with (check appropriate box):

þ	a.	The filing of solicitation materials or an information statement subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-2], Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [§240.13e-3(c)] under the Securities Exchange Act of 1934.
o	b.	The filing of a registration statement under the Securities Act of 1933.
o	c.	A tender offer.
o	d.	None of the above.
	Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:þ
	Check the following box if the filing is a final amendment reporting the results of the transaction:o

Calculation of Filing Fee

Transaction	Amount of filing fee
valuation* $235,617,707	$7,233.46

*

Set forth the amount on which the filing fee is calculated and state how it was determined.

*

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: the filing fee of $7,233.46 was determined based upon the sum of (A) product of 9,208,886 outstanding shares of Common Stock and the merger consideration of $24.50 per share, plus (B) up to $10,000,000 payable in connection with the extinguishing of outstanding options to purchase GAFRI Common Stock (equal to $235,617,707). In accordance with Exchange Act Rule 0-11(c), the filing fee was determined by multiplying 0.00003070 by the sum of (A) and (B) in the preceding sentence.

o  Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously Paid:

Form or Registration No.:

Filing Party:

Date Filed:

TABLE OF CONTENTS

	Item 1. Summary Term Sheet
	Item 2. Subject Company Information
	Item 3. Identify and Background of Filing Persons
	Item 4. Terms of the Transaction
	Item 5. Past Contacts, Transactions, Negotiations and Agreements
	Item 6. Purposes of the Transaction and Plans or Proposals
	Item 7. Purposes, Alternatives, Reasons and Effects
	Item 8. Fairness of the Transaction
	Item 9. Reports, Opinions, Appraisals and Certain Negotiations
	Item 10. Source and Amounts of Funds or Other Consideration
	Item 11. Interest in Securities of the Subject Company
	Item 12. The Solicitation or Recommendation
	Item 13. Financial Information
	Item 14. Persons/Assets, Retained, Employed, Compensated or Used
	Item 15. Additional Information
	Item 16. Exhibits
SIGNATURE
APPENDIX A
EX-99(C)(2)

Introductory Statement

     This Rule 13e-3 Transaction Statement (the “Transaction Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by Great American Financial Resources, Inc., a Delaware corporation (“GAFRI”or the “Company”), American Financial Group, Inc., an Ohio corporation (“AFG”) and GAFRI Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of AFG (“GAC”) (collectively, the “Filing Persons”).

     This Transaction Statement relates to the Agreement and Plan of Merger, dated as of May 17, 2007 (the “Merger Agreement”), by and among GAFRI, AFG and GAC. If the Merger Agreement is approved by the Company’s stockholders and certain other conditions to the closing of the merger are either satisfied or waived, GAC will be merged with and into GAFRI, the separate corporate existence of GAC will cease and GAFRI will continue its corporate existence under Delaware law as the surviving corporation in the merger, and the separate corporate existence of GAFRI with all of its rights, privileges, immunities, powers and franchises, shall continue unaffected by the merger. Upon consummation of the merger, each share of GAFRI common stock issued and outstanding immediately prior to the effective time of the merger, other than shares owned by GAFRI, AFG, GAC or any of their direct or indirect wholly owned subsidiaries, will be converted into the right to receive $24.50 in cash, without interest and less any applicable withholding taxes, and GAFRI will become a wholly-owned subsidiary of AFG. GAFRI stockholders shall also have appraisal rights under Delaware law.

     Concurrently with the filing of this Transaction Statement, GAFRI is filing with the SEC a proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, pursuant to which GAFRI’s board of directors (the “Board of Directors”) is soliciting proxies from stockholders of GAFRI in connection with the merger. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Appendix A and is incorporated in this Transaction Statement by reference. The attached Proxy Statement is in preliminary form and is subject to completion by amendment.

     Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all exhibits and appendices thereto, is expressly incorporated by reference in this Transaction Statement in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Capitalized terms used but not defined herein have the meanings assigned to them in the Proxy Statement.

     All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Person was supplied by such Filing Person, and no other Filing Person, including GAFRI, takes responsibility for the accuracy of such information as it relates to any other Filing Person.

Item 1. Summary Term Sheet.

     The Summary Term Sheet is incorporated by reference to the section captioned “Summary Term Sheet” in the Proxy Statement.

Item 2. Subject Company Information.

     (a) Name and address. Great American Financial Resources, Inc., 250 East Fifth Street, 10th Floor, Cincinnati, Ohio 45202, telephone number (513) 333-5300.

     (b) Securities. The information set forth under “The Special Meeting – General; Required Vote” and “Important Information Regarding GAFRI—Markets and Market Price” in the Proxy Statement is incorporated by reference.

     (c) Trading Market and Price. The information set forth under “Important Information Regarding GAFRI—Markets and Market Price” in the Proxy Statement is incorporated by reference.

     (d) Dividends. The information set forth under “Important Information Regarding GAFRI—Markets and Market Price” in the Proxy Statement is incorporated by reference.

     (e) Prior public offerings. Not Applicable.

     (f) Prior stock purchases. Not Applicable.

Item 3. Identify and Background of Filing Persons.

     (a) Name and address.

GREAT AMERICAN FINANCIAL RESOURCES, INC.
250 East Fifth Street, 10th Floor
Cincinnati, Ohio 45202
(513) 333-5300

AMERICAN FINANCIAL GROUP, INC.
GAFRI ACQUISITION CORP.
One East Fourth Street
Suite 900
Cincinnati, Ohio 45202
(513) 579-2538

AFG beneficially owns approximately 81% of the outstanding GAFRI Common Stock. AFG owns 100% of the outstanding common stock of GAC.

Information regarding GAFRI required by Instruction C to Schedule 13E-3 is set forth under “Important Information Regarding GAFRI—Executive Officers and Directors of GAFRI” in the Proxy Statement and incorporated by reference. Information regarding AFG and GAC required by Instruction C to Schedule 13E-3 is provided in Annex A to this Transaction Statement.

The information set forth under “Parties Involved in the Proposed Transaction” in the Proxy Statement is incorporated by reference.

     (b) Business and background of entities. See paragraph (a) above.

     (c) Business and background of natural person. See paragraph (a) above.

Item 4. Terms of the Transaction.

     (a) Material terms. The information set forth under the following sections of the Proxy Statement is incorporated by reference: “Summary Term Sheet”; “Questions and Answers About the Special Meeting and the Merger”; “The Special Meeting—Required Vote”; “Special Factors—Background of the Merger”; “Special Factors— The Special Committee”; “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger”; “Special Factors—Opinion of the Special Committee’s Financial Advisor”; “Special Factors—Certain Effects of the Merger”; “Special Factors—Considerations Relating to the Proposed Merger”; “Special Factors—Interests of Certain Persons in the Merger”; “Special Factors—Material U.S. Federal Income Tax Consequences”; and “Terms of the Merger Agreement—Conditions to the Merger.”

     (b) Not applicable.

     (c) Different terms. The information set forth under the following sections of the Proxy Statement are incorporated by reference: “Summary Term Sheet”; “Special Factors—Certain Effects of the Merger”; and “Special Factors—Interests of Certain Persons in the Merger.”

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     (d) Appraisal rights. The information set forth under the following sections of the Proxy Statement is incorporated by reference: “Summary Term Sheet”; “Questions and Answers About the Special Meeting and the Merger” and “Special Factors—Appraisal Rights.”

     (e) Provisions for unaffiliated security holders. None.

     (f) Eligibility for listing or trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

     (a) Transactions. GAFRI and American Money Management Corporation (“AMM”), a wholly-owned subsidiary of AFG, are parties to an Investment Services Agreement under which AMM provides investment services to GAFRI’s insurance subsidiaries in accordance with guidelines. GAFRI and its subsidiaries pay AMM a fee based on AMM’s cost of providing these services. Investment charges paid by us to AMM were $4.1 million in 2006.

Under a tax allocation agreement with AFG that became effective in 2006, GAFRI and its subsidiaries in the consolidated tax return group generally pay or recover taxes based on each subsidiary’s contribution to amounts due under AFG’s consolidated return. The tax allocation agreement with AFG has not impacted the recognition of income tax expense and income tax payable in GAFRI’s financial statements. If the AFG tax group utilizes any of GAFRI’s net operating losses or deductions that originated prior to GAFRI’s entering AFG’s consolidated tax group, AFG will pay to GAFRI an amount equal to the benefit received. During 2006, GAFRI and its subsidiaries which are included in the AFG consolidated tax group incurred income tax expense of $47.6 million.

GAFRI paid $2.1 million to AFG for various information technology services (primarily outsourcing) in 2006. GAFRI paid approximately $202,000 to AFG for services related to purchases from third party vendors. All of these transactions were based on fair market value.

During 2006, GAFRI paid The Cincinnatian Hotel approximately $140,000 for lodging and meeting accommodations. The hotel is owned by a subsidiary of AFG.

     (b) Significant Corporate Events and (c) Negotiations or Contacts. The information set forth under the following sections of the Proxy Statement is incorporated by reference: “Summary Term Sheet”; “Questions and Answers About the Special Meeting and the Merger”; “Special Factors—The Special Committee”; “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger”; “Special Factors—Opinion of the Special Committee’s Financial Advisor”; “Special Factors—Interests of Certain Persons in the Merger”; and “Terms of the Merger Agreement.”

     (d) Conflicts of Interest. AFG and its securityholders stand to benefit from the transactions described to the extent that AFG’s purchase price for the outstanding shares of GAFRI Common Stock is less than that which a third party may have to pay.

     (e) Agreements Involving the Subject Company’s Securities. None.

Item 6. Purposes of the Transaction and Plans or Proposals.

     (b) Use of Securities Acquired. The information set forth under the following sections of the Proxy Statement is incorporated by reference: “Summary Term Sheet”; “Questions and Answers About the Special Meeting and the Merger”; “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger”; “Special Factors—Certain Effects of the Merger”; and “Terms of the Merger Agreement—Consideration to be Received Pursuant to the Merger; Treatment of Stock Options.”

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     (c)(1) to (c)(8) Plans. The information set forth under the following sections of the Proxy Statement is incorporated by reference: “Summary Term Sheet”; “Questions and Answers About the Special Meeting and the Merger”; “Special Factors-Background of the Merger”; “Special Factors-AFG’s Reasons for the Merger”; “Special Factors—Background of the Merger”; “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger”; “Special Factors—Opinion of the Special Committee’s Financial Advisor”; “Special Factors—Certain Effects of the Merger”; “Special Factors—Considerations Relating to the Proposed Merger”; “Special Factors—Interests of Certain Persons in the Merger”; “Terms of the Merger Agreement—General; The Merger”; and “Terms of the Merger Agreement—When the Merger Becomes Effective.”

Item 7. Purposes, Alternatives, Reasons and Effects.

     (a) Purposes. The information set forth under the following sections of the Proxy Statement is incorporated by reference: “Special Factors—Background of the Merger”; “Special Factors-AFG’s Reasons for the Merger”; “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger”; and “Special Factors—Considerations Relating to the Proposed Merger.”

     (b) Alternatives. The information set forth under the following sections of the Proxy Statement is incorporated by reference: “Special Factors—Background of the Merger”; and “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger.”

     (c) Reasons. The information set forth under the following sections of the Proxy Statement is incorporated by reference: “Summary Term Sheet”; “Special Factors—Background of the Merger”; “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger”; “Special Factors—Opinion of the Special Committee’s Financial Advisor”; “Special Factors—Certain Effects of the Merger”; “Special Factors—Considerations Relating to the Proposed Merger”; and “Special Factors—Interests of Certain Persons in the Merger.”

     (d) Effects. The information set forth under the following sections of the Proxy Statement is incorporated by reference: “Summary Term Sheet”; “Questions and Answers About the Special Meeting and the Merger”; “Special Factors—Background of the Merger”; and “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger”; “Special Factors—Certain Effects of the Merger”; “Special Factors—Considerations Relating to the Proposed Merger”; “Special Factors—Interests of Certain Persons in the Merger”; and “Special Factors—Material U.S. Federal Income Tax Consequences.”

Item 8. Fairness of the Transaction.

     (a) Fairness. The information set forth under the following sections of the Proxy Statement is incorporated by reference: “Special Factors—Background of the Merger”; “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger”; “Special Factors—Opinion of the Special Committee’s Financial Advisor”; and Appendix B—Opinion of Cochran Caronia Waller LLC dated May 17, 2007.

     (b) Factors considered in determining fairness. The information set forth under the following sections of the Proxy Statement is incorporated by reference: “Special Factors—Background of the Merger”; “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger”; “Special Factors—Opinion of the Special Committee’s Financial Advisor”; and Appendix B—Opinion of Cochran Caronia Waller LLC dated May 17, 2007.

     (c) Approval of security holders. The information set forth under the following sections of the Proxy Statement is incorporated by reference: “Summary Term Sheet”; “Questions and Answers About the Special Meeting and the Merger”; “The Special Meeting—General”; “The Special Meeting—Required Vote”; “Terms of the Merger Agreement—Conditions to the Merger.”

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     (d) Unaffiliated representative. An unaffiliated representative was not retained to act solely on behalf of the unaffiliated stockholders for purposes of negotiating the terms of the merger or preparing a report concerning the fairness of the merger. The information set forth under the following sections of the Proxy Statement is incorporated by reference: “Special Factors—The Special Committee”; “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger”; and “Special Factors—Opinion of the Special Committee’s Financial Advisor.”

     (e) Approval of directors. The information set forth under the following sections of the Proxy Statement is incorporated by reference: “Summary Term Sheet”; “Special Factors—Reasons for the Merger;” “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger”; and “Special Factors—Opinion of the Special Committee’s Financial Advisor.”

     (f) Other offers. Not applicable.

Item 9. Reports, Opinions, Appraisals and Certain Negotiations.

     (a) (a)-(c) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal; and Availability of documents. The information set forth under the following sections of the Proxy Statement is incorporated by reference: “Special Factors—Background of the Merger”; “Special Factors— The Special Committee”; “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger”; “Special Factors—Opinion of the Special Committee’s Financial Advisor”; and Appendix B—Opinion of Cochran Caronia Waller LLC dated May 17, 2007.

Item 10. Source and Amounts of Funds or Other Consideration.

     (a)-(d) Source of funds; Conditions; Expenses; Borrowed funds. The information set forth under the following sections of the Proxy Statement is incorporated by reference: “Summary Term Sheet”; “Terms of the Merger Agreement—Fees and Expenses”; and Appendix A—Agreement and Plan of Merger, dated as of May 17, 2007, by and among Great American Financial Resources, Inc., American Financial Group, Inc. and GAFRI Acquisition Corp.

Item 11. Interest in Securities of the Subject Company.

     (a) Securities ownership. The information set forth under the following sections of the Proxy Statement is incorporated by reference: “Summary Term Sheet”; “Questions and Answers About the Special Meeting and the Merger”; “Parties Involved in the Proposed Transaction”; “Important Information Regarding GAFRI—Securities Ownership of Certain Beneficial Owners and Management.” AFG beneficially owns an aggregate of 38,566,978 shares (or approximately 81%) of the outstanding shares of GAFRI Common Stock, with 9,641,500 shares held directly and 28,924,495 and 983 shares held through its wholly-owned indirect subsidiaries, Great American Insurance Company and American Premier Underwriters, Inc., respectively.

     (b) Securities transactions. None.

Item 12. The Solicitation or Recommendation.

     (d) Intent to tender or vote in a going-private transaction The information set forth under the following sections of the Proxy Statement is incorporated by reference: “Summary Term Sheet”; “Questions and Answers About the Special Meeting and the Merger” and “The Special Meeting—Required Vote.”

     (e) Recommendations of others. The information set forth under the following section of the Proxy Statement is incorporated by reference: “Special Factors—Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger.”

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Item 13. Financial Information.

     (a) Financial information. The information set forth under the following section of the Proxy Statement is incorporated by reference: “Where Stockholders Can Find More Information.”

     (b) Pro forma information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

     (a) Solicitations or recommendations. The information set forth under the following sections of the Proxy Statement is incorporated by reference: “The Special Meeting—General” and “The Special Meeting—Proxies and Revocation of Proxies.”

     (b) Employees and corporate assets. The information set forth under the following sections of the Proxy Statement is incorporated by reference: “The Special Meeting—General” and “The Special Meeting—Proxies and Revocation of Proxies.”

Item 15. Additional Information.

     (b) Other material information. All information set forth in the Proxy Statement, including all appendices to the Proxy Statement, is incorporated by reference.

Item 16. Exhibits.

     (a) Proxy Statement of GAFRI, including the form of proxy card, letter to stockholders and notice of special meeting of stockholders (incorporated by reference to the Proxy Statement).

     (b) Not applicable.

     (c)(1) Opinion of Cochran Caronia Waller LLC (“CCW”) dated May 17, 2007 (incorporated by referenced to Appendix B to the Proxy Statement).

     (c)(2) Presentation of CCW to the Special Committee of Independent Directors of the Board of Directors of GAFRI dated May 17, 2007.

     (d) Agreement and Plan of Merger, dated as of May 17, 2007, by and among Great American Financial Resources, Inc., American Financial Group, Inc. and GAFRI Acquisition Corp. (incorporated by reference to Appendix A to the Proxy Statement).

     (f) The information set forth under the following sections of the Proxy Statement is incorporated by reference: “Special Factors—Appraisal Rights” and Appendix C—Section 262 of the Delaware General Corporation Law.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GREAT AMERICAN FINANCIAL RESOURCES, INC.

/s/ Mark F. Muething 

(Signature)

Mark F. Muething, Executive Vice President 

(Name and Title)

June 14, 2007 

(Date)

AMERICAN FINANCIAL GROUP, INC.

/s/ James C. Kennedy 

(Signature)

James C. Kennedy, Vice President 

(Name and Title)

June 14, 2007 

(Date)

GAFRI ACQUISITION CORP.

/s/ James C. Kennedy 

(Signature)

James C. Kennedy, Vice President 

(Name and Title)

June 14, 2007 

(Date)

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APPENDIX A

     The directors and executive officers of AFG are set forth below. None of these persons nor AFG has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors), and none of these persons has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities laws. All of the directors and executive officers of AFG are citizens of the United States and can be reached c/o American Financial Group, Inc., One East Fourth Street, Suite 900, Cincinnati, Ohio 45202.

     Carl H. Lindner has, for more than five years, served as the Chairman of the Board of Directors, and until January 2005, also served as Chief Executive Officer of AFG. He is also Chairman of the Board of Directors of GAFRI.

     Carl H. Lindner III has been a director AFG since 1991, has been Co-Chief Executive Officer since January 2005, and for more than five years, Mr. Lindner has served as Co-President of AFG. For over ten years, Mr. Lindner has been President of Great American Insurance Company and has been principally responsible for AFG’s property and casualty insurance operations.

     S. Craig Lindner has been a director of AFG since 1985. He has been Co-Chief Executive Officer since January 2005, and for more than five years, Mr. Lindner has served as Co-President of AFG. He is also President and Chief Executive Officer and a Director of GAFRI. Mr. Lindner is also President of American Money Management Corporation, a subsidiary that provides investment services for AFG and its affiliated companies. He was also a director of National City Corp. (“NCC”) until April 24, 2007.

     Kenneth C. Ambrecht has been a director of AFG since 2005. Mr. Ambrecht has extensive corporate finance experience having worked in the U.S. capital markets for over 30 years. In December 2005, Mr. Ambrecht organized KCA Associates LLC, through which he serves as a consultant to several companies, advising them with respect to financings and financial transactions. From July 2004 to December 2005, he served as a Managing Director with the investment banking firm First Albany Capital. For more than five years prior, Mr. Ambrecht was a Managing Director with Royal Bank Canada Capital Markets. Prior to that post, Mr. Ambrecht worked with the investment bank Lehman Brothers as Managing Director of its capital markets division. Mr. Ambrecht is also a member of the Boards of Directors of Great American Financial Resources, Inc., Fortescue Metals Group Limited, an Australian mining company and Dominion Petroleum Ltd., an oil and gas exploration company.

     Theodore H. Emmerich has been a director of AFG since 1988. Prior to his retirement in 1986, Mr. Emmerich was managing partner of the Cincinnati office of the independent accounting firm of Ernst & Whinney. He is also a director of Summit Mutual Funds, Inc.

     James E. Evans has been a director of AFG since 1985. For more than five years, Mr. Evans has served as Senior Vice President and General Counsel of AFG.

     Terry S. Jacobs has been a director of AFG since 2003. Mr. Jacobs has served as President and Chief Executive Officer of The JFP Group, LLC, a real estate investment and development company, since September 2005. From its founding in September 1996 until September 2005, Mr. Jacobs served as Chairman of the Board of Directors and Chief Executive Officer of Regent Communications, Inc. Mr. Jacobs currently serves as Vice Chairman of the board of directors of Regent Communications, which owns and operates 75 radio stations in 15 markets. Mr. Jacobs also currently serves as a director of Capital Title Group, Inc. and Global Entertainment Corp.

     William R. Martin has been a director of AFG since 1994. Prior to his retirement in 2003, Mr. Martin had been Chairman of the Board of Directors of MB Computing, Inc., a computer software and services company, for more than five years. Mr. Martin is also a director of Great American Financial Resources, Inc.

     William W. Verity has been a director of AFG since 2002. Mr. Verity has been President of Verity & Verity, LLC, an investment management company, since January 1, 2002, and prior to that, he was a partner of

A-1

Pathway Guidance L.L.C., an executive consulting firm, from October 2000. For more than five years previously, Mr. Verity was Chairman and Chief Executive Officer of ENCOR Holdings, Inc., a developer and manufacturer of plastic molded components.

     Keith A. Jensen has served as Senior Vice President of AFG for over five years. Since January 2005, he has also served as AFG’s chief financial officer.

     Thomas E. Mischell has served as Senior Vice President — Taxes of AFG for over five years.

     The directors and executive officers of GAC are set forth below. None of these persons nor GAC has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors), and none of these persons has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities laws. All of the directors and executive officers of GAC are citizens of the United States and can be reached c/o American Financial Group, Inc., One East Fourth Street, Suite 900, Cincinnati, Ohio 45202.

     Thomas E. Mischell has served as President and a director of GAC since May 17, 2007. A description of Mr. Mischell’s other service to AFG is above.

     James C. Kennedy has served as Vice President and a director of GAC since May 17, 2007. For over five years Mr. Kennedy has served AFG as Vice President, Deputy General Counsel and Secretary.

     Karl J. Grafe has served as Vice President/Secretary and a director of GAC since May 17, 2007. For over five years Mr. Grafe has served AFG as Vice President, Assistant General Counsel and Assistant Secretary.

A-2

EX-99.C.2

Exhibit (c)(2)

May 17, 2007 Confidential Presentation to the Special Committee of Independent Directors of the Board of Directors of

Disclaimer

Table of Contents

I. Executive Summary

Executive Summary Executive Summary Cochran Caronia Waller ("CCW") has been requested by the Special Committee of the Board of Directors of Great American Financial Resources, Inc. ("GAFRI" or the "Company") to prepare a financial analysis (the "Financial Analysis") of the Company in connection with a potential buyout proposal by American Financial Group ("AFG") or one of its affiliates or subsidiaries, for the publicly held shares not owned by AFG or its subsidiaries (the "AFG Proposal"). In preparing the Financial Analysis, CCW reviewed, among other things, the following information: Publicly available information concerning the business, financial condition and operations of GAFRI Internal information prepared by Company management concerning the business, financial condition and operations of GAFRI Financial projections for GAFRI prepared by Company management Audited financial statements of GAFRI for the five years ended December 31, 2002 through December 31, 2006 and unaudited financial statements for GAFRI for the quarter ended March 31, 2007 Discussions with GAFRI management concerning the Company, its operating environment, financial condition, prospects and strategic objectives Historical stock price performance and other valuation metrics for GAFRI Certain relevant market and financial data of GAFRI, companies deemed comparable to GAFRI and transactions deemed comparable to the AFG Proposal

Overview of Selected Methodologies The table below summarizes the types of financial analyses performed and other factors considered by CCW: Historical Stock Price Performance Historical stock trading performance of GAFRI common shares compared with the stock trading performances of certain comparable company indices as well as broader market indices Historical Trading Multiples Historical price / book value trading multiples over time and average trading multiples over various periods Public Market Trading Analysis Premiums Paid Analysis Premiums paid in comparable minority stake buy-out transactions Comparison of selected financial, operating and trading information and ratios (e.g., price / earnings and price / book value) using publicly available information of a peer group of companies Price / Book Value vs. ROE Analysis Correlation between return on equity (ROE) and price / book value for comparable companies and resulting implied price / book value multiple for GAFRI Dividend Discount Analysis Calculation of the sum of the Company's projected cash flows to common shareholders and a terminal value discounted at GAFRI's cost of equity Description Executive Summary

II. Corporate Overview

GAFRI Public Market Data Public Market Summary Average Weekly Trading Volume Corporate Overview Note: Calculated for full business weeks, Monday through Friday. Data is through Tuesday, May 15, 2007. Source: Bloomberg.

Historical Price / Volume Chart and Major Events Corporate Overview Source: Bloomberg. 5/1/03 GAFRI reports Q1 '03 core operating earnings results below Q1 '02. 7/31/03 GAFRI 2Q '03 pre-tax core earnings fall short of 2Q '02 pre-tax core earnings because of noncash pre-tax charge. 11/14/03 Moody's affirms ratings of GAFRI and revises stable outlook. 5/17/04 Great American Life Insurance Co. acquires $780.0 million fixed annuity block from National Health Insurance Co. 10/21/04 GAFRI Q3 '04 net income rises compared to Q3 '03. 4/28/05 GAFRI increases the number of authorized shares available for repurchase to 3.5% of outstanding common stock. 2/1/06 GAFRI completes sale of Great American Life Assurance Co. of Puerto Rico. 5/1/06 GAFRI announces it will acquire Ceres Group for $205.0 million. 2/23/07 AFG offers to acquire remaining shares of GAFRI for $23.50 per share. 8/21/05 GAFRI Q2 '05 earnings rise compared to Q2 '04. 4/26/05 GAFRI reports improved Q1 '05 core net operating results compared to Q1 '04. 6/28/02 GAFRI completes the acquisition of Manhattan National Life for $48.5 million. 7/31/02 GAFRI announces Q2 '02 diluted net operating earnings per share growth compared to Q2 '01. 10/1/03 A.M. Best affirms its rating of GAFRI's largest subsidiary, Great American Life Insurance Co., as "A" (Excellent).

GAFRI Historical Earnings Diluted Earnings Per Share Return on Average Equity (Excl. FAS 115) Operating Earnings Per Share Operating Return on Average Equity (Excl. FAS 115) Corporate Overview Source: SNL DataSource and public SEC filings. Operating income equals net income after income taxes, before extraordinary items, realized gains and certain non-recurring items as reported by the Company. The amortization of deferred acquisition costs related to realized gains is also excluded.

GAFRI Selected Historical Financial Results Total Revenue Total Assets Net Policy Revenue Book Value Per Share (Excl. FAS 115) (Dollars in millions, except for per share data) Corporate Overview Source: SNL DataSource, public SEC filings and GAFRI internal financial documents.

Historical Sector Stock Performance vs. General Market One Year Stock Performance Three Year Stock Performance Five Year Stock Performance Corporate Overview Source: Capital IQ. Note: CCW Life & Annuity Index includes AEL, CNO, FFG, NWLIA, NFS, PLFE, PL and TMK.

Historical GAFRI Price to Book Value Multiples (Excl. FAS 115) Corporate Overview Source: SNL Financial, GFR 10-Ks and 10-Qs. Historical GAFRI Price to Book Value Multiples (Excl. FAS 115)

Historical GAFRI Price / Volume Trading Summary GAFRI Trading Volume by Price Range Last 3 Years (2/22/04 to 2/22/07) GAFRI Trading Volume by Price Range 1 Year (2/22/06 to 2/22/07) GAFRI Trading Range Last 3 Years (2/22/04 to 2/22/07) GAFRI Trading Range 1 Year (2/22/06 to 2/22/07) Corporate Overview Source: Bloomberg. GAFRI announced after close of business on February 22, 2007 that AFG proposed to acquire the shares of GAFRI that AFG and it subsidiaries do not already own for $23.50 per share in cash.

2007 - 2009 Management Plan Corporate Overview

III. Financial Analysis

Financial Analysis Summary Financial Analysis

Illustrative Stock Price Matrix Financial Analysis

Market Trading Statistics for GAFRI and Selected Comparables Financial Analysis

As a capital intensive business, life insurance valuations in the public markets have been strongly correlated to return on equity: Companies with a higher expected return on equity generally have been rewarded with a higher valuation The price to book vs. ROE analysis examines the correlation between the expected ROEs and price / book value multiples of comparable companies. The resulting regression line provides the implied book value multiple for a company at a given expected ROE. A company positioned below the line implies that the company is currently undervalued based on its expected ROE, while a position above the line suggests that a company is overvalued by the market Price to Book vs. ROE Analysis Price to Book vs. ROE Chart Source: SNL DataSource. Note: NWLIA and PLFE not on graph because no public earnings estimates are available. Financial Analysis AEL = American Equity Investment Life Holding Co. CNO = Conseco, Inc. FFG = FBL Financial Group, Inc. GFR = Great American Financial Resources, Inc. NWLIA = National Western Life Insurance Company NFS = Nationwide Financial Services, Inc. PLFE = Presidential Life Corporation PL = Protective Life Corporation TMK = Torchmark Corporation

Summary of Dividend Discount Analysis Discounted Cash Flow Summary DCF with Net Income Exit Multiple (Dollars in millions, except per share data) DCF with Book Value Exit Multiple Financial Analysis

Cost of Equity Calculation Cost of Capital Assumptions Dividends represent the cash available to common shareholders after funding capital requirements, working capital needs and debt financing requirements. These cash flows were therefore discounted at GAFRI's required return on equity (cost of equity) as opposed to its weighted average cost of capital ("WACC"). GAFRI's estimated cost of equity, using a capital asset pricing model (CAPM) approach, is approximately 11.5%. GAFRI's estimated WACC is approximately 10.2% (1) (1) GAFRI's WACC was calculated as the market weighted average of its estimated cost of equity and estimated after-tax cost of debt. Financial Analysis

Summary of Premiums Paid Analysis Financial Analysis

Appendix A. Selected Acquisitions of Minority Interests

Precedent Minority Buy-Out Transactions - All Selected Acquisitions of Minority Interests Source: SDC Financial. (1) Indicates pending transaction.

Precedent Minority Buy-Out Transactions - All (cont'd) Selected Acquisitions of Minority Interests Source: SDC Financial.

Precedent Minority Buy-Out Transactions - All (cont'd) Selected Acquisitions of Minority Interests Source: SDC Financial. Note: Pending transactions not included in mean, median and percentile calculations.

Precedent Minority Buy-Out Transactions - 100% Cash Selected Acquisitions of Minority Interests Source: SDC Financial. (1) Indicates pending transaction.

Precedent Minority Buy-Out Transactions - 100% Cash (cont'd) Selected Acquisitions of Minority Interests Source: SDC Financial. Note: Pending transactions not included in mean, median and percentile calculations.

Precedent Minority Buy-Out Transactions - Financial Institutions Selected Acquisitions of Minority Interests Source: SDC Financial. Note: Pending transactions not included in mean, median and percentile calculations. (1) Indicates pending transaction.

Precedent Minority Buy-Out Transactions - Insurance Companies Selected Acquisitions of Minority Interests Source: SDC Financial. Note: Pending transactions not included in mean, median and percentile calculations. (1) Indicates pending transaction.

Precedent Minority Buy-Out Transactions - 100% Cash Ins. Transactions Selected Acquisitions of Minority Interests Source: SDC Financial. Note: Pending transactions not included in mean, median and percentile calculations. (1) Indicates pending transaction.

Appendix B. Real Estate

Overview of Real Estate Portfolio Real Estate Source: GAFRI Management. Appraisal value before any gain sharing payments. Appraised value was prior to receipt of $15 million payment from Palm Beach County in exchange for restrictions on development rights and guaranty of public access.

Appendix C. Fairness Opinion Letter