SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(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. 1
National Interstate Corporation
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
63654U 100
(CUSIP Number)
Karl J. Grafe, Esq.
301 East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2540
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 21, 2014
(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 x
| CUSIP No. 63654U 100 | | |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) American Financial Group, Inc. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) x | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS* WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Ohio | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 10,200,000 | |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER 10,200,000 | |
| 10 | SHARED DISPOSITIVE POWER 0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,200,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.7% | |
| 14 | TYPE OF REPORTING PERSON* HC | |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Explanatory Note
This Amendment No. 1 to Schedule 13D (Amendment No. 1) is being filed on behalf of American Financial Group, Inc., an Ohio corporation (the “Reporting Person”) to amend and supplement the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission (the “SEC”) on February 5, 2014.
Item 7. Material to be Filed as Exhibits.
| | 99.1 | Offer to Purchase dated February 5, 2014 (incorporated by reference to Exhibit (a)(1)(i) to the Schedule TO filed by the Reporting Person and the Purchaser on February 5, 2014) |
| | 99.2 | Amended and Restated Offer to Purchase dated February 21, 2014 (incorporated by reference to Exhibit (a)(1)(vii) to Amendment No. 2 to the Schedule TO filed by the Reporting Person and the Purchaser on February 21, 2014) |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 21, 2014
| | AMERICAN FINANCIAL GROUP, INC. By: /s/ Karl J. Grafe Karl J. Grafe Vice President |
