-----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, K843u1iox0rIeCC0M9zlooKrmf1Dy2yUYIcseEB30wYtMi1sRv+LAlIDzCB7Sna9 adr5TofzQvQ7HNj3ikEevA== 0000933537-95-000036.txt : 19951002 0000933537-95-000036.hdr.sgml : 19951002 ACCESSION NUMBER: 0000933537-95-000036 CONFORMED SUBMISSION TYPE: S-3DPOS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950926 EFFECTIVENESS DATE: 19950926 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN FINANCIAL GROUP INC /OH/ CENTRAL INDEX KEY: 0000933537 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 311422526 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3DPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-62459 FILM NUMBER: 95576227 BUSINESS ADDRESS: STREET 1: ONE EAST FOURTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135796600 MAIL ADDRESS: STREET 1: ONE EAST FOURTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PREMIER GROUP INC DATE OF NAME CHANGE: 19941208 S-3DPOS 1 As filed with the Securities and Exchange Commission on September 26, 1995 Registration No. 33-59989 ------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 -------------------- AMERICAN FINANCIAL GROUP, INC. (Exact name of Registrant as specified on its charter) Ohio 31-1422526 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) One East Fourth Street Cincinnati, Ohio 45202 (513) 579-2121 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) --------------- JAMES C. KENNEDY, Secretary American Financial Group, Inc. One East Fourth Street Cincinnati, Ohio 45202 (513) 579-2538 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. ------------------ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. /X/ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. / / If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / PROSPECTUS AMERICAN FINANCIAL GROUP, INC. DIVIDEND REINVESTMENT PLAN The Dividend Reinvestment Plan (the "Plan") provides holders of record of at least 25 shares of Common Stock, par value $1.00 per share (the "Common Stock"), of American Financial Group, Inc. ("American Financial Group" or the "Company") and holders of record of at least 25 shares of Series F or Series G preferred stock ("AFC preferred stock") of American Financial Corporation ("AFC") with a simple and convenient method of investing cash dividends in additional shares of Common Stock at the Current Market Price (as defined herein). All holders of record of at least 25 shares of Common Stock or AFC preferred stock, other than brokers and nominees, are eligible to participate in the Plan. Participants in the Plan ("Participants") purchase additional shares of Common Stock by reinvesting dividends on all shares of Common Stock and AFC preferred stock in their Registered Accounts (as defined herein) and on all shares of Common Stock registered in their Plan Accounts (as defined herein). Participants do not have the option of having dividends reinvested on only a portion of the shares held in their Registered and Plan Accounts. A Participant's "Registered Account" consists of all shares of Common Stock or AFC preferred stock registered directly in the Participant's name. A Participant's "Plan Account" consists of all shares of Common Stock acquired pursuant to the Plan and allocated to a Participant's account. Shares purchased under the Plan will be purchased from American Financial Group or on the open market. If the Plan purchases newly- issued shares of Common Stock from the Company the "Current Market Price" is defined as the average of the daily high and low sales prices of the shares reported as New York Stock Exchange on the Investment Date (as defined herein). If shares of Common Stock are purchased on the open market, the "Current Market Price" is defined as the weighted average of the actual price paid for shares of Common Stock purchased by the Agent including commissions or service charges. The Common Stock is currently listed on the New York Stock Exchange. The closing price of the Common Stock as reported on the New York Stock Exchange for September 22, 1995 was $30.75 per share. Because of potential volatility in the stock market, American Financial Group shareholders should ascertain current trading prices of the Common Stock from publicly available market quotation reports. This Prospectus relates to 1,000,000 shares of Common Stock available under the Plan. It is suggested that this Prospectus be retained for future reference. ----------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is September 26, 1995. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files reports, proxy and information statements and other information with the Securities and Exchange Commission (the "Commission"). American Financial Group has filed with the Commission a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Common Stock to be offered under the Plan. This Prospectus does not contain all the information set forth in the Registration Statement and exhibits thereto, or amendments thereto, to which reference is hereby made. Such reports, proxy and information statements, Registration Statement and exhibits and other information filed by American Financial Group may be inspected and, upon payment of the Commission's customary charges, copied at the public reference facilities of the commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C., and at the Regional Offices of the Commission at Seven World Trade Center, Suite 1300, New York, New York and at Citicorp Center, 500 West Madison Street, Suite 1409, Chicago, Illinois. The Common Stock is listed on the New York Stock Exchange. Reports, proxy and information statements and other information concerning the Company may be inspected and copied at the Library of the New York Stock Exchange at 20 Broad Street, New York, New York. INCORPORATION OF CERTAIN DOCUMENTS American Financial Group will furnish, without charge, to any person to whom this Prospectus is delivered upon such person's written or oral request, a copy of any and all of the information that has been incorporated by reference in the Registration Statement of which this Prospectus is a part (not including exhibits to such information unless such exhibits are specifically incorporated by reference into such information). Any such request should be directed to the Senior Vice President and Treasurer, One East Fourth Street, Cincinnati, Ohio 45202; telephone: (513) 579-2488. The following documents filed by American Financial Group and its predecessors with the Securities and Exchange Commission are incorporated by reference in this Prospectus: American Financial Group (SEC File No. 1-11453): (i) Quarterly Report on Form 10-Q for the period ended June 30, 1995; (ii) Current Reports on Form 8-K dated May 15, 1995 and August 23, 1995; (iii) The description of the Common Stock contained in American Financial Group's Registration Statement on Form 8-B filed on April 17, 1995. -2- American Premier Underwriters, Inc. (SEC File No. 1-1569): (i) 1994 Form 10-K; (ii) Quarterly Report on Form 10-Q for the period ended March 31, 1995; (iii) Current Reports on Form 8-K dated April 3, 1995 and August 23, 1995; (iv) Proxy Statement/Prospectus filed on February 21, 1995. American Financial Corporation (SEC File No. 1-7361): (i) 1994 Form 10-K; (ii) Quarterly Report on Form 10-Q for the period ended March 31, 1995; (iii) Current Reports on Form 8-K dated April 3, 1995 and August 23, 1995. All documents subsequently filed by American Financial Group pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents. THE COMPANY American Financial Group, Inc. is a holding company formed to own both American Financial Corporation and American Premier Underwriters, Inc. On April 3, 1995, American Financial Corporation and American Premier Underwriters, Inc. each merged with newly-formed subsidiaries of American Financial Group. Through its subsidiaries, American Financial Group is engaged primarily in specialty and multi-line property and casualty insurance businesses and in the sale of tax-deferred annuities. At June 30, 1995, American Financial Group had nearly $10.5 billion of investments and common shareholders' equity of $987 million. American Financial Group management believes it ranks 15th in size among all U.S. property and casualty companies and 10th among such publicly owned companies. The principal executive offices of American Financial Group, Inc. are located at One East Fourth Street, Cincinnati, Ohio 45202 and its telephone number is (513) 579-2121. -3- THE PLAN The following are the full provisions of the American Financial Group, Inc. Dividend Reinvestment Plan (the "Plan"). Purpose The purpose of the Plan is to provide holders of record of the Common Stock of American Financial Group and holders of record of preferred stock of American Financial Corporation with a simple and convenient method of investing cash dividends paid on Common Stock and American Financial Corporation ("AFC") preferred stock in up to 1,000,000 shares of American Financial Group Common Stock. Any holder of record of at least 25 shares of American Financial Group Common Stock or AFC preferred stock, other than brokers and nominees, is eligible to participate in the Plan. Advantages of the Plan Participants in the Plan will have cash dividends on all shares held in their Registered Account and on all shares registered in their Plan Account automatically reinvested in additional shares of American Financial Group, Inc. $1.00 par value Common Stock ("Common Stock"). Commissions or service charges shall be borne by Participants on a pro rata basis in connection with purchases under the Plan. Full investment of funds is possible under the Plan because fractions of shares, as well as whole shares, will be credited to the Participants' Plan Accounts. Further, dividends in respect of such fractions, as well as on whole shares, will be reinvested in additional shares and such shares will be credited to Participants' Plan Accounts. Statements of account will be provided to Participants on a periodic basis. Participation in the Plan is entirely voluntary and may be terminated at any time with proper notice. Participation Participation in the Plan is open to holders of record of at least 25 shares of Common Stock and holders of record of at least 25 shares of AFC preferred stock, other than brokers and nominees, and can be initiated at any time by sending a completed and signed Enrollment and Authorization Form ("Enrollment Form") to Securities Transfer Company (the "Agent") at One East Fourth Street, Cincinnati, Ohio 45202. The Enrollment Form must be received by the Agent at least three business days before the record date for a dividend payment in order to have cash dividends reinvested on such dividend payment date. Additional Enrollment Forms may be obtained at any time by oral or written request to the Agent at the above address. -4- As used herein, a Participant's "Registered Account" consists of all shares of Common Stock or AFC preferred stock registered in the Participant's name. A Participant's "Plan Account" consists of all shares of Common Stock purchased pursuant to the Plan with dividends on the shares held in the Participant's Registered Account and on the shares registered in the Participant's Plan Account, net of any shares previously withdrawn. The Enrollment Form provides for only one type of participation in the Plan -- the purchase of shares through FULL DIVIDEND REINVESTMENT, directing the reinvestment of all cash dividends on all shares of Common Stock or AFC preferred stock in the Participant's Registered Account and on all shares registered to the Participant's Plan Account. Beneficial owners of shares of Common Stock or AFC preferred stock whose shares are registered in names other than their own (for instance, in the name of a broker or nominee) must become shareholders of record by having shares transferred into their own names in order to be eligible to participate in the Plan. Participants may withdraw from the Plan at any time by notifying the Agent in writing at the above address. Such withdrawal will be effective for dividends paid after the record date next succeeding the Agent's receipt of such instructions. Participants are cautioned that the Plan does not represent a change in American Financial Group's dividend policy or for either American Financial Group or AFC, a guaranty of future dividends, which will continue to depend upon each company's earnings, financial requirements and other factors. Participants should recognize that none of American Financial Group, AFC nor the Agent can assure them of a profit or protect them against a loss on the Common Stock purchased by them under the Plan. Reinvestment of Cash Dividends Cash dividends on all shares of Common Stock or AFC preferred stock held in Participants' Registered Accounts and on all full and fractional shares in Participants' Plan Accounts will be reinvested in additional shares of Common Stock at the Current Market Price. If American Financial Group sells newly-issued shares of Common Stock to the Participant's Plan Account, the "Current Market Price" will be the average of the daily high and low sales prices of the shares reported as New York Stock Exchange - Composite Transactions on the Investment Date. If shares of Common Stock are purchased on the open market for the Plan, the "Current Market Price" will be the weighted average of the actual price paid for shares of Common Stock purchased by the Agent. -5- Each Participant's Plan Account will be credited with that number of shares (including fractional shares) equal to the total amount of cash dividends to be reinvested for such Participant divided by the Current Market Price. "Investment Date" means a dividend payment date; provided that if such dividend payment date falls on a day when the Agent or the New York Stock Exchange is closed, the Investment Date will be the next day on which both the Agent and the New York Stock Exchange are open. Dividend reinvestment will be made on each dividend payment date (except as described in "Acquisition of Shares by the Agent" below) for all Participants enrolled in the Plan three days prior to the record date for such dividend payment. If an Enrollment Form is received after this date, the reinvestment of dividends will start with the dividend payment date following the next record date. Dividend record and payment dates for the Common Stock and AFC preferred stock since December 31, 1993 were as follows:
American Financial Group Common Stock AFC Preferred Stock ------------------------------------- ------------------------------------------------- Record Date Payment Date Record Date Payment Date ------------------ ----------------- ---------------------------- ----------------- December 31, 1993 January 14, 1994 (Series F) May 15, 1994 June 3, 1994 April 1, 1994 April 15, 1994 (Series F) November 15, 1994 December 3, 1994 June 30, 1994 July 14, 1994 (Series F) May 15, 1995 June 3, 1995 September 30, 1994 October 14, 1994 December 30, 1994 January 13, 1995 (Series G) February 15, 1994 March 3, 1994 March 31, 1995 April 14, 1995 (Series G) August 15, 1994 September 3, 1994 June 30, 1995 July 14, 1995 (Series G) February 15, 1995 March 3, 1995 (Series G) August 15, 1995 September 3, 1995
Although there is no guarantee of future dividends, it is anticipated that cash dividends on the Common Stock which may be declared in the future will be paid on a quaterly basis; the amount of dividends, record dates and payment dates for AFC preferred stock are fixed in that company's Articles of Incorporation. Acquisition of Shares by the Agent The Company has the option of selling newly-issued Common Stock to the Plan or of directing the Agent to purchase Common Stock on the New York Stock Exchange on behalf of the Plan. -6- Purchases on the open market may begin five business days prior to the Investment Date and will be completed by the Investment Date, except where completion at a later date is necessary or deemed appropriate by the Agent. If American Financial Group determines not to sell new shares of Common Stock to the Plan, and if the applicable law or the closing of the securities markets requires temporary curtailment or suspension of open market purchases of shares of Common Stock, the Agent will not be liable if it is unable to make purchases at such time. If, for any reason, purchases under the Plan cannot be made for a period longer than 30 days following an Investment Date, the Agent will promptly mail to Participants checks for the amount of any unapplied cash dividends. Administration The Agent administers the Plan, keeps the records, sends account statements to Participants and performs other duties relating to the Plan. Costs of administering the Plan are paid by American Financial Group. American Financial Group may appoint a different Agent at any time. As record holder of the shares registered in Participants' Plan Accounts, the Agent will receive dividends on all Plan shares held on the dividend record date, credit such dividends to Participants' Plan Accounts and automatically reinvest such dividends in additional shares of Common Stock. All questions and correspondence regarding the Plan may be directed to the Agent as follows: Securities Transfer Company One East Fourth Street Cincinnati, Ohio 45202 Attn: American Financial Group Dividend Reinvestment Plan (800) 368-3417 or (513) 579-2414 The Agent is an Ohio limited partnership the general partner of which is American Financial Corportion and the limited partners of which are American Financial Group and certain of its subsidiaries and affiliates. -7- Account Statements Accounts under the Plan will be maintained in the name in which Participants registered their certificates for shares of Common Stock ("Certificates"). Promptly after receiving a properly completed Enrollment Form, the Agent will mail an acknowledgement of enrollment to the Participant. Periodic statements will be sent to Participants which will reflect reinvestment of dividends, if any, along with the details of the transactions that have affected their Plan Account. Statements will include the date, price and number of shares purchased, withdrawn or sold, and the total number of shares registered in the Participant's Plan Account as of the Investment Date. Statements will also reflect all year-to-date activity in the Participant's Plan Account. These statements should be retained for tax purposes. Certificates Shares of Common Stock purchased under the Plan will be registered in the name of the Agent (or its nominee) and Certificates will not be issued to Participants unless requested in writing. This feature protects Participants against the risk of loss, theft or destruction of Certificates for shares registered in their Plan Accounts. Certificates for any whole shares registered in a Participant's Plan Account will be issued free of charge, not more often than once per calendar quarter, upon written request to the Agent. Any whole shares of Common Stock for which Certificates are so issued shall no longer be registered in the Participant's Plan Account. If the shares for which Certificates are so issued remain registered in the Participant's name, they will become part of the Participant's Registered Account. Any remaining full shares and fractions of a share will continue to be registered in the Participant's Plan Account, so long as the number of full shares of Common Stock or any issue of AFC preferred stock in the Participant's Registered Account is at least 25. Certificates for fractions of shares will not be issued under any circumstances. In order to pledge any whole shares of Common Stock registered in a Participant's Plan Account, the Participant must withdraw such shares and request the Agent to issue Certificates therefor. Withdrawal of Shares From the Plan Participants may, no more often than once per calendar quarter, withdraw all or a portion of their whole shares of Common Stock from their Plan Account for transfer into their Registered Account, for sale -8- or for transfer into a different registered name; provided, however, that in order to continue participation in the Plan, Participants must leave at least 25 full shares of Common Stock or AFC preferred stock in their Registered Accounts at all times. If a Participant desires to have the Agent sell a portion of the shares being withdrawn (see "Sale of Shares"), such portion must be at least 10 whole shares or 10% of the total number of shares in the Plan Account, whichever is greater. If the total number of shares in a Participant's Registered Account decreases below 25, the Agent will close the Plan Account and terminate the Participant's participation in the Plan. Upon such termination, the Agent will issue Certificates for all whole shares of Common Stock registered in the Participant's Plan Account and mail them to the Participant, along with a check for any fractional shares. Fractions of shares may be withdrawn from the Plan Account only if all shares of Common Stock are withdrawn from the Plan. Participants who withdraw fractional shares from their Plan Account will receive a cash settlement in lieu thereof. To withdraw shares of Common Stock registered in a Participant's Plan Account from such account, the Participant must notify the Agent in writing. Such notice must instruct the agent either to sell the shares or to issue Certificates for whole shares. If no instruction is given, the Agent shall issue Certificates for whole shares and mail them directly to the Participant along with a check for any fractional shares. Cash dividends on shares withdrawn from a Participant's Plan Account but remaining registered in the Participant's name in the Participant's Registered Account will be automatically reinvested in additional shares of Common Stock. The sale or other transfer of any shares of Common Stock or AFC preferred stock registered in the name of a Participant automatically withdraws those shares from the applicable Registered Account. If a Participant's written request to withdraw shares from the Participant's Plan Account is received less than three business days before the record date for a dividend payment, such withdrawal shall not be effective until after payment of such upcoming dividend. Sale of Shares If Participants provide written instruction to the Agent to sell shares of Common Stock registered in their Plan Account, the Agent will sell such shares through a registered broker or dealer within 10 business days of receipt of such written instructions. The Participants will pay a service fee (currently $5.00), a brokerage commission and any -9- transfer tax applicable to such sale. Fees and commissions will be deducted from the sale proceeds. The Agent will not sell any shares of Common Stock or AFC preferred stock for Participants that are held in their Registered Accounts. Voting Rights of Plan Shares For each meeting of the Company's or AFC's shareholders, Participants will be sent proxies which will enable them to vote all shares in their Registered Account as well as all whole shares registered in their Plan Account. The Agent, at its option, will vote all fractional shares registered in Participants' Plan Accounts, pro rata, in accordance with all other votes by whole shares registered in Participants' Plan Accounts or will withhold votes related to such fractional shares. Non-Cash Dividends, Stock Splits and Stock Dividends If American Financial Group makes a distribution of assets, including the stock of subsidiaries, any such distributions will be made to the Plan, which as soon as practicable will allocate any such distributions and pay them directly to Participants. Cash will be paid for any fractional shares allocable to a Participant. Any stock dividends or stock-split shares distributed by American Financial Group on shares registered in a Participant's Plan Account or held in a Participant's Registered Account will be credited to the applicable account and will continue to be subject to the Plan. Holders of AFC preferred stock are entitled to receive cash dividends only. Responsibility of American Financial Group, AFC and the Agent Under the Plan None of American Financial Group, AFC, the Agent or its nominee shall have any responsibility beyond the exercise of ordinary care for any action taken or omitted pursuant to the Plan, nor shall they have any duties, responsibilities or liabilities except such as are expressly set forth herein. None of American Financial Group, AFC, the Agent or its nominee, in administering the Plan, will be liable for any act done in good faith or for any good faith omission to act including, without limitation, any claims of liability (i) with respect to the prices at which shares are purchased or sold for a Participant's Plan Account and the times when such purchases and sales are made, (ii) for any fluctuation in the market value after purchase or sale of shares, or (iii) arising out of failure to terminate a Participant's Account upon such Participant's death prior to receipt of notice in writing of such death. -10- Amendment and Termination of the Plan American Financial Group reserves the right to suspend, modify, supplement or terminate the Plan at any time. All Participants will receive notice of any such suspension, modification, supplementation or termination. Any such suspension, modification, supplementation or termination will not affect previously executed transactions. FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN The following discussion offers only a brief outline of the Federal income tax consequences of investing pursuant to the Plan. Investors should consult their own tax advisors for more detailed information regarding the impact of federal, state and local taxes upon such an investment. With respect to reinvested cash dividends used to purchase Common Stock from American Financial Group, Participants will be treated, for Federal income tax purposes, as having received on the dividend payment date, a dividend in the full amount of the cash dividend payable on such date with respect to shares registered in the Participant's Plan Account and shares held in the Participant's Registered Account, even though that amount is not actually received in cash but is instead applied to the purchase of additional shares of Common Stock for the Participant's Plan Account. Participants' tax basis for Federal income tax purposes in shares of Common Stock acquired from American Financial Group with reinvested cash dividends will be their purchase price. Participants' tax basis for Federal income tax purposes in any shares acquired with reinvested cash dividends in the open market will be their purchase price, including their pro rata share of transaction costs. Participants' holding period for shares of Common Stock acquired pursuant to the Plan will begin on the respective Investment Dates. A Participant who, upon withdrawal from or termination of the Plan, receives a cash payment for the sale of such withdrawn shares or any fractional share held in the Participant's Plan Account will realize a gain or loss measured by the difference between the amount of the cash received and the Participant's basis in such shares or fractional share. Such gain or loss will be capital in character if such shares or fractional share are a capital asset in the hands of the Participant. -11- Information for income tax purposes will be printed on a Participant's Plan Account statement, which should be retained for tax purposes. In the case of shareholders (including foreign shareholders) who elect to have their dividends reinvested and whose dividends are subject to United States income tax withholding, an amount equal to the dividends payable to such shareholders, less the amount of tax required to be withheld, will be applied to the purchase of shares of Common Stock under the Plan. USE OF PROCEEDS The Company has no basis for estimating either the number of shares of Common Stock that ultimately may be purchased from the Company pursuant to the Plan or the prices at which such shares will be sold. The Company will use the proceeds from the sale of shares of Common Stock pursuant to the Plan, when and as received, for general corporate purposes. LEGAL OPINION The validity of the shares of Common Stock being offered hereby has been passed upon by James E. Evans, Esq. Mr. Evans, Senior Vice President and General Counsel of American Financial Group, presently holds employee stock options to purchase 11,819 shares of Common Stock and owns 25,000 shares of Common Stock. INDEMNIFICATION OF OFFICERS AND DIRECTORS Article IV of the Company's Code of Regulations provides directors and officers with the right to indemnification and advancement of expenses to the fullest extent not prohibited by the General Corporation Law of Ohio. Directors and officers of the Company are indemnified generally against expenses and liabilities incurred in connection with any proceedings, including proceedings by or on behalf of the Company, relating to their service to or at the request of the Company. However, no indemnification may be made if a final adjudication establishes that a person's acts or omissions (a) breached the person's duty of loyalty to the Company or its shareholders, (b) were not in good faith or involved a knowing violation of law, or (c) resulted in receipt by the person of any improper personal benefit. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to officers, directors or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. -12- No dealer, salesman or other person has been authorized to give any information or to make any representations not contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a solicitation of any offer to buy any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to the date hereof or that there has been no change in the affairs of the Company since such date. ----------------- TABLE OF CONTENTS AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . 2 INCORPORATION OF CERTAIN DOCUMENTS . . . . . . . . . . . . . . . 2 THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . 3 THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN . . . . . . . . . . . . . . . . . . 11 USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . 12 LEGAL OPINION . . . . . . . . . . . . . . . . . . . . . . . . 12 INDEMNIFICATION OF OFFICERS AND DIRECTORS . . . . . . . . . . 12 -13- AMERICAN FINANCIAL GROUP, INC. DIVIDEND REINVESTMENT PLAN ---------------------- PROSPECTUS September 26, 1995 ---------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following table sets forth the estimated expenses to be incurred by the Company in connection with the issuance and distribution of securities being registered hereby: Securities and Exchange Commission registration fee . . . . . $10,819 Accounting fees and expenses . . . . . . . . . . . . . . . . 2,000 Legal fees and expenses . . . . . . . . . . . . . . . . . . . 2,500 Printing expenses . . . . . . . . . . . . . . . . . . . . . . 5,000 Miscellaneous expenses . . . . . . . . . . . . . . . . . . 5,000 -------- TOTAL . . . . . . . . . . . . . . . $25,319 ======== All the above expenses other than the SEC registration fee are estimates. Item 15. Indemnification of Directors and Officers. Article IV of the Company's Code of Regulations provides directors and officers with the right to indemnification and advancement of expenses to the fullest extent not prohibited by the General Corporation Law of Ohio. Directors and officers of the Company are indemnified generally against expenses and liabilities incurred in connection with any proceedings, including proceedings by or on behalf of the Company, relating to their service to or at the request of the Company. However, no indemnification may be made if a final adjudication establishes that a person's acts or omissions (a) breached the person's duty of loyalty to the Company or its shareholders, (b) were not in good faith or involved a knowing violation of law, or (c) resulted in receipt by the person of an improper personal benefit. Item 16. Exhibits. The following Exhibits are filed as part of this Registration Statement. Exhibit No. 5* Opinion of Counsel. 23.1* Consent of Ernst & Young LLP. 23.2* Consent of Deloitte & Touche LLP. 23.3* Consent of Counsel (included in Exhibit 5). 24* Powers of Attorney. *Previously filed II - 1 Item 17. Undertakings. The undersigned Registrant hereby undertakes: (a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by section 10(a)(3) of the Securities Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement, and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II - 2 SIGNATURES Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Cincinnati, State of Ohio, as of the 26th day of September, 1995. AMERICAN FINANCIAL GROUP, INC. By: *Carl H. Lindner -------------------------------------- Carl H. Lindner Chief Executive Officer Pursuant to the requirements of the Securities Act, this Amendment to Registration Statement has been signed by the following persons in the capacities indicated as of the 26th day of September, 1995. Signature Title ---------- ----- *Carl H. Lindner Chairman of the Board ----------------------------------- Carl H. Lindner *Carl H. Lindner III Director ----------------------------------- Carl H. Lindner III *Keith E. Lindner Director ----------------------------------- Keith E. Lindner *S. Craig Lindner Director ----------------------------------- S. Craig Lindner *Theodore H. Emmerich Director ----------------------------------- Theodore H. Emmerich *James E. Evans Director ----------------------------------- James E. Evans II - 3 *William R. Martin Director ----------------------------------- William R. Martin *Alfred W. Martinelli Director ----------------------------------- Alfred W. Martinelli Fred J. Runk Senior Vice President & ----------------------------------- Treasurer (Principal Fred J. Runk Financial Officer and Accounting Officer) *By: Fred J. Runk ------------------------------- Fred J. Runk, Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----