1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 5 American Financial Corporation ---------------------------------------------------------------------- (Name of Issuer) American Financial Group, Inc. American Financial Corporation ---------------------------------------------------------------------- (Name of Persons Filing Statement) Series F Cumulative Voting Preferred Stock Series G Cumulative Voting Preferred Stock ---------------------------------------------------------------------- (Title of Class of Securities) Series F - 026087809 Series G - 026087874 ---------------------------------------------------------------------- (CUSIP Number of Class of Securities) James C. Kennedy, Esq. American Financial Corporation One East Fourth Street Cincinnati, Ohio 45202 (513) 579-2538 ---------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement) This Statement is filed in connection with (check the appropriate box): a. [ ] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [ ] A tender offer. d. [X] None of the above (Final Amendment). Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ] 2 ITEM 16 Additional Information Pursuant to the requirements of Rule 13e-3(d)(3), the Reporting Persons hereby report the results of the instant Rule 13e-3 transaction. At the annual meeting of shareholders of American Financial Corporation ("AFC") held on December 2, 1997, the proposal to effect a merger involving AFC, whereby all of AFC's Series F and Series G Preferred Stock would be converted into the right to receive cash or shares of its new Series J Preferred Stock, was approved by shares representing over 95% of the shares voted. In exess of 11.6 million shares of Series F and Series G Preferred Stock (over two-thirds of those outstanding) and all 45 million shares of AFC common stock were voted in favor of the merger. The merger was consummated December 2, 1997. 3 SIGNATURE The undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 3, 1997 AMERICAN FINANCIAL GROUP, INC. BY: James C. Kennedy ----------------------------------------- Name: James C. Kennedy Title: Deputy General Counsel and Secretary Dated: December 3, 1997 AMERICAN FINANCIAL CORPORATION BY: James C. Kennedy ----------------------------------------- Name: James C. Kennedy Title: Deputy General Counsel and Secretary