-----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, OIqRVKIb3IuFwdwZHrTmF4MNzaiKvatDKgq08j0M3WjwnyM5curERspkw4t3XYWT UhvY/ztlBJJTja3XekVTKw== 0001042046-03-000025.txt : 20030205 0001042046-03-000025.hdr.sgml : 20030205 20030205140319 ACCESSION NUMBER: 0001042046-03-000025 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030205 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52601 FILM NUMBER: 03540329 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: AMERICAN FINANCIAL GROUP INC RETIREMENT & SAVINGS PLAN/ CENTRAL INDEX KEY: 0000943719 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE EAST FOURTH STREET STREET 2: SUITE 919 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135792540 MAIL ADDRESS: STREET 1: ONE EAST FOURTH STREET STREET 2: SUITE 919 CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: AFC ESORP PLAN DATE OF NAME CHANGE: 19950410 SC 13G/A 1 afgrasp13g7.htm AFG 13G/A FILED BY RASP (FILED 2/5/03) AFG 13D

 


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

- --------------

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)


(Amendment No. 7)


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)


December 31, 2002
- ---------------------------------------------------
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

   [ X ]  Rule 13d-1(b)
   [   ]  Rule 13d-1(c)
   [   ]  Rule 13d-1(d)


Page 1 of 6 Pages

<PAGE>

CUSIP NO. 025932 10 4

13G

Page 2 of 6 Pages

     

1

NAME OF REPORTING PERSONS

 
 

S.S. OR I.R.S. IDENTIFICATION, NOS. OF ABOVE PERSONS

 
     
 

The Administrative Plan Committee of The American

 
 

Financial Group, Inc. Retirement and Savings Plan

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [ ]

   

(b) [ ]

     

3

SEC USE ONLY

 
     

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 
     
 

Ohio

 
     

5

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 
 

WITH:

 
     
 

SOLE VOTING POWER

 
     
 

7,928,144 Shares (See Item 2)

 
     

6

SHARED VOTING POWER

 
     
 

- - -

 
     

7

SOLE DISPOSITIVE POWER SHARED VOTING POWER

 
     
 

7,928,144 Shares (See Item 2)

 
     

8

SHARED DISPOSITIVE POWER

 
     
 

- - -

 
     

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

 
 

PERSON

 
     
 

7,928,144 Shares (See Item 2)

 
     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

 
 

EXCLUDES CERTAIN SHARES*

 
   

[ ]

     

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 
     
 

11.7%

 
     

12

TYPE OF REPORTING PERSON*

 
     
 

EP

 
     
     

 

<PAGE>

CUSIP NO. 025932 10 4

13G

Page 3 of 6 Pages

     
     

Item 1(a)

Name of Issuer

 
     
 

American Financial Group, Inc.

 
     

Item 1(b)

Address of Issuer's Principal Executive Offices.

 
     
 

One East Fourth Street, Cincinnati, Ohio 45202

 
     

Item 2(a)

Names of Person Filing

 
     
 

The Administrative Plan Committee of The American

 
 

Financial Group, Inc. Retirement and Savings Plan

 
     

Item 2(b)

Address of Principal Business Office, or if None, Residence

 
     
 

One East Fourth Street, Cincinnati, Ohio 45202

 
     

Item 2(c)

Citizenship

 
     
 

Not Applicable

 
     

Item 2(d)

Title of Class of Securities

 
     
 

Common Stock, no par value

 
     

Item 2(e)

Cusip Number

 
     
 

025932 10 4

 
     

Item 3

This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)

 
 

And the person filing is an Employee Benefit Plan, Pension

 
 

Fund which is subject to the provisions of the Employee

 
 

Retirement Income Security Act of 1974 or Endowment Fund

 
     

Item 4

Ownership

 
     

(a)

Amount Beneficially Owned:

7,928,144

(b)

Percentage of Class:

11.7%

(c)

Number of shares as to which such person has:

 
 

(i)    Sole power to vote or direct the vote:

7,928,144

 

(ii)   Shared power to vote or direct the vote:

none

 

(iii)  Sole power to vote or direct the

 
 

disposition of:

7,928,144

 

(iv)   Shared power to dispose or direct the

 
 

disposition of:

none

     
     
     

 

<page>

CUSIP NO. 025932 10 4              13G               
Page 4 of 6 Pages



Item 10. Certification.


     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.

     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:    February 5, 2003

 

The Administrative Plan Committee of The

 

American Financial Group, Inc. Retirement

 

And Savings Plan

   
 

By:   Sandra W. Heimann*

 

   -------------------------------

 

    Sandra W. Heimann, Member

   
 

By:   Thomas E. Mischell*

 

   -------------------------------

 

    Thomas E. Mischell, Member

   
   

   Karl J. Grafe

 

-----------------------------------

 

*By Karl J. Grafe, Attorney-in-Fact pursuant to authority granted in

the Powers of Attorney attached hereto as Exhibit 1.

- 10 -

CUSIP NO. 025932 10 4            13G              Page 5 of 6 Pages

<PAGE>


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


     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


     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


CUSIP NO. 025932 10 4               13G               Page 6 of 6 Pages

<page>

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

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