SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 9, 2002
AMERICAN FINANCIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Ohio 1-13653 31-1544320
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One East Fourth Street, Cincinnati, Ohio 45202
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (513)579-2121
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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On October 9, 2002, the Company issued the press release attached as
Exhibit 99.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN FINANCIAL GROUP, INC.
Date: October 17, 2002
By: /s/James C. Kennedy
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James C. Kennedy
Vice President and
Deputy General Counsel
Exhibit 99
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American Financial Group Announces
Filing of Registration Statement of New Subsidiary
Cincinnati, Ohio - October 9, 2002 - American Financial Group, Inc. (NYSE: AFG)
today announced that its new subsidiary, Infinity Property and Casualty
Corporation ("Infinity") filed a registration statement with the Securities and
Exchange Commission with respect to an initial public offering of its common
stock. All of the offered shares would be sold by AFG which will own
approximately 30% of Infinity after the offering. Prior to the offering, AFG
will transfer to Infinity its personal auto insurance subsidiaries involved
primarily in the issuance of nonstandard auto policies: Atlanta Casualty
Company, Infinity Insurance Company, Leader Insurance Company and Windsor
Insurance Company. In addition, AFG's property and casualty subsidiary, Great
American Insurance Company, will transfer to Infinity its personal insurance
business written through independent agents.
AFG expects to report a gain on sale, depending on pricing, in connection with
the transaction. The proceeds will be used by AFG to reduce outstanding bank
debt and to provide additional capital to its remaining subsidiaries.
Carl H. Lindner III, co-president of AFG, stated, "This transaction will clarify
the investment opportunity in AFG and will allow us to be a niche player in the
specialty insurance business. We have concluded that this type of transaction
serves the dual purpose of making available additional capital to both our
remaining insurance operations and the personal lines business and allowing AFG
to continue to participate in the results of the personal lines business through
a continued ownership interest in Infinity."
Through the operations of the Great American Insurance Group, AFG is currently
engaged primarily in specialty property and casualty and private passenger
automobile insurance businesses and in the sale of retirement annuities, life
and supplemental health insurance products.
Credit Suisse First Boston (sole book-running manager) and Merrill Lynch & Co.
are acting as the lead managers of the offering. Co-managers for the offering
are Banc of America Securities LLC and Bear, Stearns & Co. Inc.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This announcement shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state. A written prospectus relating to
the offering may be obtained from the SEC's website: http://www.sec.gov.
Forward Looking Statements
This press release contains certain statements that may be deemed to be
"forward- looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
All statements in this press release not dealing with historical results are
forward-looking and are based on estimates, assumptions and projections.
Examples of such forward looking statements include statements relating to: the
Company's expectations concerning market and other conditions, future premiums,
revenues, earnings and investment activities; expected losses and the adequacy
of reserves for asbestos, environmental pollution and mass tort claims; rate
increases, improved loss experience and expected expense savings resulting from
other recent initiatives.
Actual results could differ materially from those expected by AFG depending on
certain factors including but not limited to: changes in economic conditions
including interest rates, performance of securities markets, and the
availability of capital, regulatory actions, changes in legal environment,
judicial decisions and rulings, tax law changes, levels of catastrophes and
other major losses, the actual amount of liabilities associated with certain
asbestos and environmental related insurance claims, adequacy of loss reserves,
availability of reinsurance and ability of reinsurers to pay their obligations,
competitive pressures, including the ability to obtain rate increases, driving
patterns and other changes in market conditions that could affect AFG's
insurance operations.
Contact: Anne N. Watson
Vice President-Investor Relations
(513) 579-6652
Web Sites: www.amfnl.com
www.GreatAmericanInsurance.com