As filed with the Securities and Exchange Commission on August 27, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Incorporated AMERICAN FINANCIAL GROUP, INC. I.R.S. Employer
Under the Laws ONE EAST FOURTH STREET Identification No.
of Ohio CINCINNATI, OHIO 45202 31-1422526
AMERICAN FINANCIAL GROUP, INC.
NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN
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James C. Kennedy, Esq.
Deputy General Counsel & Secretary
American Financial Group, Inc.
1800 Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2538
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered (1) Per Share (2) Price (2) Fee(3)
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Common Stock, par 100,000 $30.1875 $3,018,750 $1,040.95
value $1.00 per share Shares
(1) This Registration Statement is filed for up to 100,000 shares
issuable pursuant to the American Financial Group, Inc. Non-Employee
Directors' Compensation Plan.
(2) Estimated solely for purposes of calculating the registration fee.
(3) The registration fee has been calculated pursuant to Rule 457(h)
based on the average of the high and low prices of the Common Stock as
reported on the New York Stock Exchange on August 21, 1996 of $30.1875 per
share.
Page 1 of 5 Pages
Exhibit Index on Page 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.Incorporation of Documents by Reference
The following documents filed by American Financial Group, Inc. (the
"Company" or "Registrant") with the Securities and Exchange Commission are
incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996.
3. The description of the Company's Common Stock contained in the
Registration Statement on Form 8-B filed on April 17, 1995
under the Securities Exchange Act of 1934.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
Common Stock offered has been sold or which deregisters all Common Stock then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
Item 4.Description of Securities
Not applicable.
Item 5.Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby will be passed upon
for the Company by Karl J. Grafe, Esq., Assistant Secretary of the Company.
Mr. Grafe beneficially owns 665 shares of the Company's Common Stock.
Item 6.Indemnification of Directors and Officers
Ohio Revised Code Section 1701.13(E), allows indemnification by the
Registrant to any person made or threatened to be made a party to any
proceedings, other than a proceeding by or in the right of the Registrant, by
reason of the fact that such person is or was a director, officer, employee
or agent of the Registrant, against expenses, including judgment and fines,
if such person acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the Registrant and, with respect
to criminal actions, in which such person had no reasonable cause to believe
that such conduct was unlawful. Similar provisions apply to actions brought
by or in the right of the Registrant, except that no indemnification shall be
made in such cases when the person shall have been adjudged to be liable for
negligence or misconduct to the Registrant unless deemed otherwise by the
court. Indemnifications are to be made by a majority vote of a quorum of
disinterested directors or the written opinion of independent counsel or by
the shareholders or by the court. The Registrant's Code of Regulations
extends such indemnification.
The Registrant maintains, at its expense, Directors and Officers
Liability and Company Reimbursement Liability Insurance. The Directors and
Officers Liability portion of such policy covers all directors and officers
of the Registrant and of the companies which are, directly or indirectly,
more than 50% owned by the Registrant. The policy provides for payment on
behalf of the directors and officers, up to the policy limits and after
expenditure of a specified deductible, all Loss (as defined) from claims made
against them during the policy period for defined wrongful acts, which
include errors, misstatements or misleading statements, acts or omissions and
neglect or breach of duty by directors and officers in the discharge of their
individual or collective duties as such. The insurance includes the cost of
investigations and defenses, appeals and bonds and statements and judgments,
but not fines or penalties imposed by law. The insurance does not cover any
claim arising out of acts alleged to have been committed prior to October 24,
1978. The insurer limit of liability under the policy is $50,000,000 in the
aggregate for all losses each year subject to certain individual and
aggregate deductibles. The policy contains various exclusions and reporting
requirements.
The Registrant also has entered into indemnification agreements with
its executive officers and directors providing for indemnification against
certain liabilities to the fullest extent provided by Ohio law.
Item 7.Exemption from Registration Claimed
Not applicable.
Item 8.Exhibits
*4 Non-Employee Directors' Compensation Plan (incorporated by
reference to Exhibit 10(f) of the Company's Form 10-K for the
year ended December 31, 1995).
5 Opinion of Karl J. Grafe, Esq.
23.1 Consent of Karl J. Grafe, Esq. (contained on Exhibit 5).
23.2 Consent of Independent Auditors
24 Powers of Attorney (contained on the signature page).
* Incorporated by reference as indicated
Item 9 Undertakings
9.1 The undersigned Registrant hereby undertakes to file during
any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933, (ii) to reflect
in the prospectus any facts or events arising after the effective date of
this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if) the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement; provided, however, that (i)
and (ii) shall not apply if the information required to be included in a post-
effective amendment is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration Statement.
9.2 The undersigned Registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
9.3 The undersigned Registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
9.4 The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
9.5 Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit, or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Cincinnati, Ohio, on August 27, 1996.
AMERICAN FINANCIAL GROUP, INC.
By: Carl H. Lindner
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Carl H. Lindner
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities as of the dates indicated. Persons whose names are marked with an
asterisk (*) below hereby designate James C. Kennedy or Karl J. Grafe as
their attorney-in-fact to sign all amendments, including any post-effective
amendments, to this Registration Statement.
Signature Capacity Date
*Carl H. Lindner Chairman of the Board and Chief August 27, 1996
--------------------- Executive Officer (Principal
Carl H. Lindner Executive Officer)
*Carl H. Lindner III Director August 27, 1996
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*S. Craig Lindner Director August 27, 1996
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S. Craig Lindner
*Keith E. Lindner Director August 27, 1996
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Keith E. Lindner
*Theodore H. Emmerich Director August 27, 1996
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Theodore H. Emmerich
*James E. Evans Director August 27, 1996
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James E. Evans
*Thomas M. Hunt Director August 27, 1996
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Thomas M. Hunt
*William R. Martin Director August 27, 1996
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William R. Martin
*Fred J. Runk Senior Vice President and August 27, 1996
--------------------- Treasurer (Principal Accounting
Fred J. Runk Officer and Principal Financial
Officer)
EXHIBIT 5
August 27, 1996
Direct Dial: (513) 579-2540
American Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
Dear Sir or Madam:
I have acted as counsel to American Financial Group, Inc., an Ohio
corporation (the "Company") in connection with the preparation of a
Registration Statement on Form S-8 filed by the Company with the Securities
and Exchange Commission. The Registration Statement relates to the issuance
and sale of up to 100,000 shares of Common Stock, $1.00 par value, of the
Company pursuant to the American Financial Group, Inc. Non-Employee
Directors' Compensation Plan (the "Plan").
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
such documents as I have deemed necessary or appropriate as a basis for the
opinions set forth below including (i) the Registration Statement, (ii) the
Restated and Amended Articles of Incorporation and Code of Regulations of the
Company, each as amended to the date hereof, and (iii) resolutions of the
Board of Directors of the Company relating to the approval of the Plan,
issuance of shares of Common Stock pursuant to the Plan and the filing of the
Registration Statement.
Based upon and subject to the foregoing, I am of the opinion that,
when (i) the Registration Statement has become effective under the Securities
Act of 1933 and (ii) the shares of Common Stock have been issued as
contemplated by the Plan, such shares of Common Stock will constitute duly
issued, fully paid and non-assessable shares of Common Stock of the Company.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Karl J. Grafe
Karl J. Grafe
Assistant Secretary
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus pertaining to the American Financial Group,
Inc. Non-Employee Directors' Compensation Plan for the registration of
100,000 shares of its common stock of our report dated March 15, 1996, with
respect to the consolidated financial statements and schedules of American
Financial Group, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Cincinnati, Ohio
August 26, 1996