Form 8-K

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) January 15, 2004


Great American Financial Resources, Inc.
(Exact name of registrant as specified in its charter)


Delaware
001-11632
06-1356481
(State or other jurisdiction of
         incorporation)
(Commission File
     Number)
(IRS Employer Identification
            No.)


250 East Fifth Street, Cincinnati, Ohio
45202
(Address of principal executive offices) Zip Code


Registrant's telephone number, including area code   (513) 333-5300


 
(Former name or former address, if changed since last report.)

Item 5.    Other Events.

        On January 15, 2004, Great American Financial Resources, Inc., a Delaware corporation (“GAFRI”), and its subsidiary, AAG Holding Company, Inc., an Ohio corporation (“AAG Holding”), entered into a Purchase Agreement relating to the sale of $86,250,000 principal amount of 7-1/4% Senior Debentures due 2034 (the “Senior Debentures”) to be issued by AAG Holding and guaranteed by GAFRI under a registration statement on Form S-3 (No. 333-60044). This Current Report on Form 8-K is being filed for the purpose of filing the Purchase Agreement and the supplemental indenture, containing the terms of the Senior Debentures, as exhibits to the Registration Statement.

Item 7.    Financial Statements and Exhibits.

    (c)        Exhibits.

  1 Purchase Agreement

  4 Form of Supplemental Indenture (including form of Senior Debentures) (filed as Exhibit 4.2 to the Form 8-A Registration Statement filed by AAG Holding and GAFRI on January 21, 2004)


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.




Date: January 21, 2004
GREAT AMERICAN FINANCIAL RESOURCES, INC.


BY: /s/Mark F. Muething
———————————————————
Mark F. Muething
Executive Vice President, General Counsel
and Secretary