- Current report filing (8-K)
12 6월 2012 - 5:41AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): June 7, 2012
AMERICAN FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Ohio
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1-13653
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31-1544320
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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301 East Fourth Street, Cincinnati, OH
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45202
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (513) 579-2121
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 1 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On June 7, 2012, American Financial Group, Inc. (the Registrant) entered into a Purchase Agreement (the Purchase Agreement) by and among the Registrant and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters, relating to the issuance and sale of $200,000,000 aggregate principal amount of the Registrants 6 3/8%
Senior Notes due 2042 (the Notes). Pursuant to the Purchase Agreement, the Registrant also granted the underwriters the right to purchase an additional $30,000,000 aggregate principal amount of the Notes within 30 days of June 7,
2012 to cover overallotments, if any.
The Notes will be issued under an Indenture dated as of November 12, 1997 between
the Registrant and U.S. Bank National Association, as Trustee (the Original Indenture), as supplemented by the Supplemental Indenture dated as of December 3, 1997, the Second Supplemental Indenture dated as of February 3, 2004,
the Third Supplemental Indenture dated as of June 17, 2009, the Fourth Supplement Indenture dated as of September 27, 2010 and as proposed to be supplemented by the Fifth Supplemental Indenture to be dated as of June 12, 2012 (the
Original Indenture, as supplemented through and including the Fifth Supplemental Indenture, the Indenture). The Notes have been registered under the Securities Act of 1933 (the Act) pursuant to a registration statement on
Form S-3 (File No. 333-179867) previously filed with the Securities and Exchange Commission under the Act.
Section 9
Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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1
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Purchase Agreement dated as of June 12, 2012 among the Registrant and Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC
as representatives of the several underwriters
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4.1
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Form of Fifth Supplemental Indenture between the Registrant and U.S. Bank National Association, as Trustee
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4.2
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Form of 6 3/8% Senior Notes due 2042 (incorporated by reference to Exhibit A to Exhibit 4.1)
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5
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Opinion of Keating Muething & Klekamp PLL
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23.1
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Consents of Keating Muething & Klekamp PLL (included in Exhibit 5)
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23.2
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Consent of Ernst & Young LLP
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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AMERICAN FINANCIAL GROUP, INC.
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Date: June 11, 2012
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By:
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/s/ Karl J. Grafe
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Karl J. Grafe
Vice
President
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3
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