-----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, M4nu6Y2uYZGnfS3tv3zcjz485KgGhsrAtrPB/BTBWg4+qaw19RhoUmaI3s3NDSJd q1Gq0Q8dhtYD8Y/YPulDIw== 0000943522-00-000001.txt : 20000105 0000943522-00-000001.hdr.sgml : 20000105 ACCESSION NUMBER: 0000943522-00-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000104 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52601 FILM NUMBER: 501277 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LINDNER CARL H ET AL CENTRAL INDEX KEY: 0000943522 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE EAST FOURTH STREET SUITE 919 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135792540 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 8) American Financial Group, Inc. --------------------------------------------------- (Name of Issuer) Common Stock, No Par Value --------------------------------------------------- (Title of Class of Securities) 025932 10 4 --------------------------------------------------- (CUSIP Number) James C. Kennedy, Esq. One East Fourth Street Cincinnati, Ohio 45202 (513) 579-2538 --------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) See Item 5 --------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. Page 1 of 14 Pages CUSIP NO. 025932 10 4 13D Page 2 of 14 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION, NOS. OF ABOVE PERSONS Carl H. Lindner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 1,509,123 (See Item 5), 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 1,813,823 (See Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,813,823 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% (See Item 5) 14 TYPE OF REPORTING PERSON* IN CUSIP NO. 025932 10 4 13D Page 3 of 14 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Carl H. Lindner III 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 4,928,328 (See Item 5) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 5,359,782 (See Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,359,782 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3% (See Item 5) 14 TYPE OF REPORTING PERSON* IN CUSIP NO. 025932 10 4 13D Page 4 of 14 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS S. Craig Lindner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 4,803,358 (See Item 5) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 5,157,175 (See Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,157,175 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0% (See Item 5) 14 TYPE OF REPORTING PERSON* IN CUSIP NO. 025932 10 4 13D Page 5 of 14 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Keith E. Lindner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 7,005,530 (See Item 5) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 7,356,984 (See Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,356,984 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.8% (See Item 5) 14 TYPE OF REPORTING PERSON* IN This Amendment No. 8 to Schedule 13D is filed on behalf of Carl H. Lindner and his sons Carl H. Lindner III, S. Craig Lindner and Keith E. Lindner (collectively the "Lindner Family" or the "Reporting Persons"). Items not included in this amendment are either not amended or are not applicable. Item 1. Security and Issuer. This Statement relates to shares of Common Stock, no par value per share ("Common Stock"), of American Financial Group, Inc., an Ohio corporation ("American Financial"). The principal executive offices of American Financial are located at One East Fourth Street, Cincinnati, Ohio 45202. Item 5. Interest in Securities of the Issuer. As of December 31, 1999, the Lindner Family beneficially owned an aggregate of 19,687,764 shares (or approximately 33.7%) of the outstanding American Financial Common Stock as follows:
Number Percent Ownership Holder of Shares of Class Interest (a) Carl H. Lindner 1,813,823 (b) 3.2% 3.2% Carl H. Lindner III 5,359,782 (c) 9.3% 10.5% S. Craig Lindner 5,157,175 (d) 9.0% 10.3% Keith E. Lindner 7,356,984 (e) 12.8% 10.3% Total: 19,687,764
(a) This column indicates the ownership percentages for Messrs. Carl H. Lindner III, S. Craig Lindner and Keith E. Lindner (i) before attributing the shares held in various trusts for the benefit of the minor children of Carl H. Lindner III and S. Craig Lindner (for which Keith E. Lindner acts as trustee with voting and investment power) to Keith E. Lindner and (ii) including all options, whether or not currently exercisable. (b) Includes 904,507 shares held by his spouse, 85,591 shares held in a charitable foundation over which shares he holds voting and investment power, 304,700 shares which may be acquired within 60 days through the exercise of listed options, and excludes 8,363,316 shares held in trusts, the grantor of which is his spouse, and the beneficiaries of the trust are Mrs. Lindner and their sons Carl H. Lindner III, S. Craig Lindner and Keith E. Lindner, but for which third parties act as trustee with voting and investment power. - 6 - (c) Includes 19,088 shares held by a trust over which his spouse has voting and investment power, 431,454 shares which may be acquired within 60 days through the exercise of options granted under the American Financial Stock Option Plan (the "Option Plan"). Does not include 650,744 shares which are held in various trusts for the benefit of his minor children for which Keith E. Lindner acts as trustee with voting and investment power. (d) Includes 71,425 shares held by his spouse as custodian for their minor children or in a trust over which his spouse has voting and investment power and 353,817 shares which may be acquired within 60 days through the exercise of options granted under the Option Plan. Does not include 775,714 shares which are held in various trusts for the benefit of his minor children for which Keith E. Lindner acts as trustee with voting and investment power. (e) This number includes 341 shares held in a trust over which his spouse has voting and investment power, 351,454 shares which may be acquired within 60 days through the exercise of options granted under the Option Plan and 1,426,458 shares (described in footnotes (c) and (d) above), which are held in various trusts for the benefit of the minor children of his brothers, Carl H. Lindner III and S. Craig Lindner over which Keith E. Lindner has sole voting and investment power but no financial interest. Not included in to the shares set forth in the foregoing table, subsidiaries of American Financial beneficially own 18,666,614 shares of American Financial Common Stock and hold an additional 1,366,556 shares to satisfy certain claims against the predecessor of American Financial. As a result, these shares are not deemed to be outstanding for purposes of determining the ownership percentages of the Lindner Family, nor are the Reporting Persons entitled to vote such shares. Within the past 60 days, Carl H. Lindner entered into the following transactions involving American Financial Common Stock: PRICE PER SHARE DATE Nature of NUMBER OF 100 SHARE Transaction SHARES OPTION CONTRACT - --------- ------------------ --------- --------------- 12/9/99 Purchase of option 2,500 3.75 12/9/99 Purchase of option 5,000 3.625 12/9/99 Purchase of option 2,500 1.625 12/9/99 Purchase of option 2,500 1.875 12/10/99 Purchase of option 7,000 4.25 12/10/99 Purchase of option 2,000 2.125 12/13/99 Purchase of option 2,000 2.1875 12/14/99 Purchase of option 11,700 2.50 12/15/99 Purchase of option 10,000 4.50 12/15/99 Purchase of option 20,000 2.6875 12/15/99 Purchase of option 15,000 2.625 12/17/99 Purchase of option 25,000 2.5625 - 7 - PRICE PER SHARE/ DATE Nature of NUMBER OF 100 SHARE Transaction SHARES OPTION CONTRACT - --------- ------------------ --------- --------------- 12/20/99 Purchase of option 18,000 4.50 12/20/99 Purchase of option 20,000 4.50 12/20/99 Purchase of option 2,000 4.375 12/20/99 Purchase of option 15,000 4.50 12/21/99 Purchase of option 20,000 4.50 12/21/99 Purchase of option 5,000 4.50 12/21/99 Purchase of option 50,000 2.75 12/22/99 Purchase of option 5,500 4.25 12/23/99 Purchase of option 2,000 3.00 12/23/99 Purchase of option 20,000 3.00 12/27/99 Purchase of option 15,000 5.625 12/27/99 Purchase of option 2,000 3.625 12/27/99 Purchase of option 5,000 5.125 12/27/99 Purchase of option 10,000 4.875 12/27/99 Purchase of option 5,000 3.00 12/28/99 Purchase of option 5,000 5.625 12/6/99 Purchase 12,600 26.30 12/7/99 Purchase 25,000 26.2865 12/8/99 Purchase 1,000 25.3075 12/8/99 Purchase 1,300 25.3727 12/8/99 Purchase 10,000 26.12 12/13/99 Disposed of by gift (2,368) n/a 12/16/99 Purchase 266 25.3125 12/17/99 Disposed of by gift (1,080) n/a 12/21/99 Purchase 50,000 24.9326 12/22/99 Disposed to GRAT (4,000,000)a n/a 12/22/99 Purchase 3,600 24.9950 12/22/99 Purchase 5,000 24.9332 12/22/99 Purchase 10,000 24.9325 12/22/99 Purchase 10,000 25.0575 12/23/99 Purchase 6,200 25.4331 12/23/99 Purchase 7,000 25.62 12/27/99 Purchase 300 26.2525 12/27/99 Purchase 14,700 26.31 12/28/99 Purchase 5,000 26.5575 12/28/99 Purchase 5,200 26.8082 12/28/99 Purchase 800 26.7450 12/28/99 Purchase 2,000 27.0575 12/28/99 Purchase 3,800 26.8075 12/28/99 Purchase 4,800 26.8700 12/28/99 Purchase 8,400 27.37 - 8 - (a) A trust, the grantor of which is the spouse of Carl H. Lindner, and the beneficiaries of the trust are Mrs. Lindner and their sons Carl H. Lindner III, S. Craig Lindner and Keith E. Lindner, but for which a third party acts as trustee with voting and investment power. Except as set forth in this Item 5 and prior amendments to this Schedule 13D, to the best knowledge and belief of the undersigned, no transactions involving American Financial Common Stock have been effected during the past 60 days by the Reporting Persons. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Item 7. Material to be filed as Exhibits. (1) Powers of Attorney executed in connection with filings under the Securities Exchange Act of 1934, as amended. (2) Agreement required pursuant to Regulation Section 240.13d-1(f)(1) promulgated under the Securities Exchange Act of 1934, as amended. After reasonable inquiry and to the best knowledge and belief of the undersigned, it is hereby certified that the information set forth in this statement is true, complete and correct. Dated: January 4, 2000 * Carl H. Lindner ------------------------------- Carl H. Lindner * Carl H. Lindner III ------------------------------- Carl H. Lindner III * S. Craig Lindner ------------------------------- S. Craig Lindner * Keith E. Lindner ------------------------------- Keith E. Lindner * By: Karl J. Grafe --------------------------- Karl J. Grafe Attorney-in-Fact (AFG.#8) - 9 - Exhibit 1 POWER OF ATTORNEY ----------------- I, Carl H. Lindner, do hereby appoint James C. Kennedy and Karl J. Grafe, or either of them, as my true and lawful attorneys- in-fact to sign on my behalf individually and as Chairman of the Board of Directors and Chief Executive Officer of American Financial Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5th day of November, 1997. /s/ Carl H. Lindner ----------------------------------- Carl H. Lindner - 10 - POWER OF ATTORNEY ----------------- I, Carl H. Lindner III, do hereby appoint James C. Kennedy and Karl J. Grafe, or either of them, as my true and lawful attorneys-in-fact to sign on my behalf individually and as an officer or director of American Financial Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5th day of November, 1997. /s/ Carl H. Lindner III ----------------------------------------- Carl H. Lindner III - 11 - POWER OF ATTORNEY ----------------- I, S. Craig Lindner, do hereby appoint James C. Kennedy and Karl J. Grafe, or either of them, as my true and lawful attorneys- in-fact to sign on my behalf individually and as an officer or director of American Financial Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5th day of November, 1997. /s/ S. Craig Lindner ----------------------------------------- S. Craig Lindner - 12 - POWER OF ATTORNEY ----------------- I, Keith E. Lindner, do hereby appoint James C. Kennedy and Karl J. Grafe, or either of them, as my true and lawful attorneys- in-fact to sign on my behalf individually and as an officer or director of American Financial Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5th day of November, 1997. /s/ Keith E. Lindner ----------------------------------------- Keith E. Lindner - 13 - Exhibit 2 AGREEMENT This Agreement executed this 7th day of April, 1995, is by and among Carl H. Lindner ("CHL"), Carl H. Lindner III (CHL III), S. Craig Lindner ("SCL") and Keith E. Lindner ("KEL"), each an individual, the business address of each is One East Fourth Street, Cincinnati, Ohio 45202. CHL, CHL III, SCL and KEL are referred to herein collectively as the Lindner Family. WHEREAS, as of the date of this Agreement, the Lindner Family beneficially owns approximately 49.9% of American Premier's outstanding Common Stock and each member of the Lindner Family is a director and executive officer of American Premier and AFC; NOW THEREFORE BE IT RESOLVED, that CHL, CHL III, SCL and KEL do hereby agree to file jointly with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by or on behalf of any of them pursuant to Section 13(d), 13(f), 13(g), and 14(d) of the Securities Exchange Act of 1934, as amended. /s/ Carl H. Lindner --------------------------------- Carl H. Lindner /s/ Carl H. Lindner III --------------------------------- Carl H. Lindner III /s/ S. Craig Lindner --------------------------------- S. Craig Lindner /s/ Keith E. Lindner ------------------------------------- Keith E. Lindner - 14 - -----END PRIVACY-ENHANCED MESSAGE-----