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As filed with the Securities and Exchange Commission on April 19, 1999.
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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND LISTING OF SUCH SECURITIES ON THE
NEW YORK STOCK EXCHANGE
American Financial Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Ohio 31-1544320
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
One East Fourth Street
Cincinnati, Ohio 45202
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(Address of principal executive offices)
If this form relates to the registration of a class of securities and is
effective pursuant to Section 12(b) of the Exchange Act pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates
(for any registration statement that the registrant is filing concurrently with
this form): Not applicable.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on
to be so Registered Which Each Class is to be
------------------- Registered
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1. $100,000,00 Aggregate Principal New York Stock Exchange
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Amount 7-1/8% Senior Debentures due
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2007 (the "2007 Debentures")
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2. $350,000,000 Aggregate Principal New York Stock Exchange
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Amount 7-1/8% Senior Debentures due
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2009 (the "2009 Debentures")
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Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of Class)
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The description of the 2007 Debentures included in the Prospectus
Supplement to Prospectus dated December 10, 1997 filed pursuant to Rule
424(b) of the Securities Act is incorporated by reference. The
description of the 2009 Debentures included in the Prospectus
Supplement to Prospectus dated April 12, 1999 filed pursuant to Rule
424(b) of the Securities Act is incorporated by reference.
Item 2. Exhibits.
4.1 Senior Debt Securities Indenture Dated as of November 12, 1997
between the registrant and Star Bank, N.A., Trustee (the
"Indenture")
4.2 Senior Debt Securities First Supplemental Indenture Dated as
of December 3, 1997 among the registrant, AFC Holdings Company
and Star Bank, N.A., Trustee (incorporated by reference from
Exhibit 4 from the registrant's Post-Effective Amendment No. 1
to registration number 333-21995 filed on December 5, 1997)
4.3 Designation of Terms of 2007 Debentures (incorporated by
reference from Exhibit 4 from the registrant's Form 8-K dated
December 10, 1997)
4.4 Resolutions of the Company Designating Terms of 2009
Debentures (incorporated by reference from Exhibit 4 from the
registrant's Form 8-K dated April 9, 1999)
SIGNATURE
In connection with the issuance of the 2007 Debentures and the 2009 Debentures,
the registrant has received opinions of counsel covering: the valid existence of
the registrant; the due authorization of the 2007 Debentures and 2009 Debentures
subject to the application to the New York Stock Exchange; the validity of the
2007 Debentures and 2009 Debentures; the qualification of the Indenture under
the Trust Indenture Act of 1939; and the effectiveness of the 2007 Debentures
and 2009 Debentures under the Securities Act. All requisite approvals and
authorizations have been received, and required supporting documents relating to
this transaction have been filed with the New York Stock Exchange.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
AMERICAN FINANCIAL GROUP, INC.
Date: April 19, 1999 BY:/s/ James C. Kennedy
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James C. Kennedy
Vice President, Deputy General
Counsel & Secretary
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The New York Stock Exchange, Inc. hereby authorizes the 2007 Debentures and 2009
Debentures of American Financial Group, Inc. and certifies to the Securities and
Exchange Commission its approval for the listing and registration of such
securities under the Securities Exchange Act of 1934.
BY:__________________________________
Janice O'Neill
Vice President
Listing Operations