American Financial Group, Inc. Announces Conversion Rights of Holders of Its Senior Convertible Notes
04 4월 2006 - 7:53AM
PR Newswire (US)
CINCINNATI, April 3 /PRNewswire-FirstCall/ -- American Financial
Group, Inc. (NYSE:AFG) Nasdaq announced that, effective today
through June 30, 2006, holders of its Senior Convertible Notes are
entitled to convert their notes to AFG common stock resulting from
the increased trading value of AFG's common stock during March.
Under the Indenture governing the notes, holders may convert each
of their notes into 11.5016 shares of AFG common stock if the
closing sale price of such stock reached specified thresholds
(described below) during the preceding calendar quarter. (Logo:
http://www.newscom.com/cgi-bin/prnh/20041208/CLW086LOGO) The
Indenture provides that the Company may elect to pay cash in lieu
of delivering shares of common stock to any holder electing to
convert. As previously disclosed, the Company intends to pay cash
upon conversion of the notes. Holders electing to convert are not
entitled to receive interest accrued since the last payment date.
AFG's Senior Convertible Notes due June 2033 were issued at a price
of 37.153% of the principal amount due at maturity, or $371.53 per
note. Cash interest is payable semiannually at a rate of 4% of
issue price per year through June 2008, after which interest at 4%
annually will be accrued and added to the carrying value of the
notes. The Company may redeem the notes at any time on or after
June 2, 2008 at an accreted value ranging from $371.53 to $1,000
per note at maturity. Holders may require AFG to purchase all or a
portion of their notes at the accreted value on five-year
anniversaries beginning June 2, 2008. If, as of the last day of any
calendar quarter, the closing sale price of AFG's common stock for
at least 20 trading days in a period of 30 consecutive trading
days, ending on the last trading day of such calendar quarter, is
more than 120% of the accreted conversion price per share
(currently $38.76 per share), holders may surrender notes for
conversion on any business day during the following calendar
quarter. Under the Indenture, the amount of cash to be paid for
each note upon conversion will be equal to 11.5016 times the
average closing sale price of the common stock for five consecutive
trading days following the Conversion Date for each holder. The
date on which the holder satisfies the conversion requirements is
deemed the Conversion Date. During the 2006 first quarter, AFG's
closing sale price met the specified threshold, closing at $41.61
on March 31, 2006. The average closing sale price during the month
of March was $41.58 per share. To convert a note, a holder must (a)
complete and manually sign the conversion notice (or complete and
manually sign a facsimile of such notice) and deliver such notice
to the Conversion Agent, (b) surrender the Security to the
Conversion Agent, (c) furnish appropriate endorsements and transfer
documents if required by the Conversion Agent, the Company or the
Trustee and (d) pay any transfer or similar taxes, if required.
Holders may obtain conversion notices from the Conversion Agent.
The Conversion Agent is: U.S. Bank National Association 425 Walnut
Street, 6th Floor Cincinnati, Ohio 45202 Attention: Corporate Trust
Department Telephone: 513-632-4427 Fax: 513-632-5511 Through the
operations of the Great American Insurance Group, AFG is engaged
primarily in property and casualty insurance, focusing on
specialized commercial products for businesses, and in the sale of
retirement annuities and supplemental insurance products. Forward
Looking Statements This press release contains certain statements
that may be deemed to be "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. All statements in this
press release not dealing with historical results are
forward-looking and are based on estimates, assumptions and
projections. Examples of such forward-looking statements include
statements relating to: the Company's expectations concerning
market and other conditions and their effect on future premiums,
revenues, earnings and investment activities; recoverability of
asset values; expected losses and the adequacy of reserves for
asbestos, environmental pollution and mass tort claims; rate
increases and improved loss experience. Actual results could differ
materially from those expected by AFG depending on certain factors
including but not limited to: the unpredictability of possible
future litigation if certain settlements do not become effective,
changes in economic conditions including interest rates,
performance of securities markets, the availability of capital,
regulatory actions and changes in the legal environment affecting
AFG or its customers, tax law changes, levels of natural
catastrophes, terrorist activities, including any nuclear,
biological, chemical or radiological events, incidents of war and
other major losses, development of insurance loss reserves and
other reserves, particularly with respect to amounts associated
with asbestos and morbidity, competitive pressures, including the
ability to obtain rate increases, and changes in debt and claims
paying ratings.
http://www.newscom.com/cgi-bin/prnh/20041208/CLW086LOGO
http://photoarchive.ap.org/ DATASOURCE: American Financial Group,
Inc. CONTACT: Anne N. Watson, Vice President - Investor Relations
of American Financial Group, Inc., +1-513-579-6652 Web site:
http://www.afginc.com/ http://www.greatamericaninsurance.com/
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