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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 17)
American Financial Group, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
025932 10 4
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(CUSIP Number)
James C. Kennedy, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2538
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
See Item 5
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Page 1 of 14 Pages
CUSIP NO. 025932 10 4 13D Page 2 of 14 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION, NOS. OF ABOVE PERSONS
Carl H. Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
10,346,574 (See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,346,574 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10,346,574 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
CUSIP NO. 025932 10 4 13D Page 3 of 14 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
3,957,781 (See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
5,494,053 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,494,053 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
CUSIP NO. 025932 10 4 13D Page 4 of 14 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
S. Craig Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
3,842,735 (See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
5,379,007 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,379,007 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
CUSIP NO. 025932 10 4 13D Page 5 of 14 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Keith E. Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
5,558,419 (See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,594,691 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,594,691 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
This Amendment No. 17 to Schedule 13D is filed on behalf of Carl H.
Lindner and his sons Carl H. Lindner III, S. Craig Lindner and Keith E.
Lindner (collectively the "Lindner Family" or the "Reporting Persons"). Items
not included in this amendment are either not amended or are not applicable.
Item 1. Security and Issuer.
This Statement relates to shares of Common Stock, no par value per
share ("Common Stock"), of American Financial Group, Inc., an Ohio corporation
("American Financial" or the "Company"). The principal executive offices of
American Financial are located at One East Fourth Street, Cincinnati, Ohio
45202.
Item 4. Purpose of Transaction.
The Reporting Persons consider American Financial Common Stock to be an
attractive investment. In addition, the Reporting Persons may acquire additional
shares of Common Stock in open market purchases, privately negotiated
transactions or through the Dividend Reinvestment Plan ("DRIP"). The Company is
authorized to purchase up to five million shares of its Common Stock from time
to time under a repurchase program adopted by its board of directors.
Except as set forth in this Item 4, the Reporting Persons presently
have no plans or proposals that relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
- 6 -
Item 5. Interest in Securities of the Issuer.
As of July 31, 2002, the Lindner Family beneficially owned an aggregate
of 28,814,325 shares (or approximately 41.7%) of the outstanding American
Financial Common Stock as follows:
Number Percent Ownership
Holder of Shares of Class Interest (a)
-------- --------------- -------- ------------
Carl H. Lindner 10,346,574 (b) 15.3% 15.3%
Carl H. Lindner III 5,494,053 (c) 8.1% 9.0%
S. Craig Lindner 5,379,007 (d) 7.9% 9.0%
Keith E. Lindner 7,594,691 (e) 11.2% 9.0%
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Total: 28,814,325
(a) This column indicates the ownership percentages for Messrs. Carl H.
Lindner III, S. Craig Lindner and Keith E. Lindner before attributing
the shares held in various trusts for the benefit of the minor children
of Carl H. Lindner III and S. Craig Lindner (for which Keith E. Lindner
acts as trustee with voting and dispositive power) to Keith E. Lindner.
(b) Includes 6,114,288 shares held by his spouse, 252,378 shares held in a
charitable foundation over which shares he holds voting and dispositive
power, 537,779 shares held by a limited liability company over which
shares he holds voting and dispositive power and excludes 1,412,379
shares held in a trust, the grantor of which is his spouse, and the
beneficiaries of the trust are Mrs. Lindner and their sons Carl H.
Lindner III, S. Craig Lindner and Keith E. Lindner, but for which a
third party acts as trustee with voting and dispositive power.
(c) Includes 19,826 shares held by a trust over which his spouse has voting
and dispositive power, 1,000,000 shares held in a limited liability
company over which shares he holds dispositive power, 536,272 shares
which may be acquired within 60 days through the exercise of options
granted under the American Financial Stock Option Plan (the "Option
Plan"). Does not include 661,864 shares which are held in various
trusts for the benefit of his minor children for which Keith E. Lindner
acts as trustee with voting and dispositive power.
(d) Includes 50,000 held by spouse, 36,081 shares held by his spouse as
custodian for their minor children or in a trust over which his spouse
has voting and dispositive power, 12,027 shares held by dependent
child, 1,000,000 shares held in a limited liability company over which
shares he holds dispositive power, and 536,272 shares which may be
acquired within 60 days through the exercise of options granted under
the Option Plan. Does not include 776,910 shares which are held in
various trusts for the benefit of his minor children for which Keith E.
Lindner acts as trustee with voting and dispositive power.
- 7 -
(e) This number includes 341 shares held by his spouse, individually or in
a trust over which she has voting and dispositive power, 1,500,000
shares held in a limited liability company over which shares he holds
dispositive power, 536,272 shares which may be acquired within 60 days
through the exercise of options granted under the Option Plan and
1,438,774 shares (described in footnotes (c) and (d) above), which are
held in various trusts for the benefit of the minor children of his
brothers, Carl H. Lindner III and S. Craig Lindner over which Keith E.
Lindner has sole voting and dispositive power but no financial
interest.
Not included in the shares set forth in the foregoing table,
subsidiaries of American Financial beneficially own 18,666,614 shares of Common
Stock and hold an additional 1,361,962 shares to satisfy certain claims against
the predecessor of American Financial. As a result, these shares are not deemed
to be outstanding for purposes of determining the ownership percentages of the
Lindner Family, nor are the Reporting Persons entitled to vote such shares.
Within the past 60 days, Carl H. Lindner engaged in the following
transactions.
Date Transaction Amount Price
- ------- ----------- ------ -----
6/24/02 Gifted (25) N/A
6/25/02 Gifted (35) N/A
7/2/02 * 292,815 N/A
7/23/02 Gifted (10) N/A
7/25/02 Purchased through DRIP 53,264 $19.3150
* Shares transferred from a trust to the spouse of the reporting person.
Also, on June 25, 2002, Fred J. Runk, Senior Vice President of American
Financial, purchased 77 shares of Common Stock for an aggregate of $1,881.88,
and on July 31, 2002 he purchased 32 shares of Common Stock for an aggregate of
$672.00.
Except as set forth in this Item 5 and prior amendments to this
Schedule 13D, to the best knowledge and belief of the undersigned, no
transactions involving American Financial Common Stock have been effected during
the past 60 days by the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
-8-
Item 7. Material to be filed as Exhibits.
(1) Powers of Attorney executed in connection with filings under
the Securities Exchange Act of 1934, as amended.
(2) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities Exchange Act
of 1934, as amended.
After reasonable inquiry and to the best knowledge and belief of the
undersigned, it is hereby certified that the information set forth in this
statement is true, complete and correct.
Dated: August 16, 2002
* Carl H. Lindner
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Carl H. Lindner
* Carl H. Lindner III
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Carl H. Lindner III
* S. Craig Lindner
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S. Craig Lindner
* Keith E. Lindner
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Keith E. Lindner
* By: Karl J. Grafe
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Karl J. Grafe
Attorney-in-Fact
- 9 -
Exhibit 1
POWER OF ATTORNEY
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I, Carl H. Lindner, do hereby appoint James C. Kennedy and Karl J.
Grafe, or either of them, as my true and lawful attorneys-in-fact to sign on my
behalf individually and as Chairman of the Board of Directors and Chief
Executive Officer of American Financial Group, Inc. or as a director or
executive officer of any of its subsidiaries and to file with the Securities and
Exchange Commission any schedules or other filings or amendments thereto made by
me or on behalf of American Financial Group, Inc. or any of its subsidiaries
pursuant to Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the Securities and
Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as
of the 5th day of November, 1997.
/s/Carl H. Lindner
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Carl H. Lindner
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POWER OF ATTORNEY
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I, Carl H. Lindner III, do hereby appoint James C. Kennedy and Karl J.
Grafe, or either of them, as my true and lawful attorneys-in-fact to sign on my
behalf individually and as an officer or director of American Financial Group,
Inc. or as a director or executive officer of any of its subsidiaries and to
file with the Securities and Exchange Commission any schedules or other filings
or amendments thereto made by me or on behalf of American Financial Group, Inc.
or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) and
16(a) of the Securities and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as
of the 5th day of November, 1997.
/s/Carl H. Lindner III
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Carl H. Lindner III
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POWER OF ATTORNEY
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I, S. Craig Lindner, do hereby appoint James C. Kennedy and Karl J.
Grafe, or either of them, as my true and lawful attorneys-in-fact to sign on my
behalf individually and as an officer or director of American Financial Group,
Inc. or as a director or executive officer of any of its subsidiaries and to
file with the Securities and Exchange Commission any schedules or other filings
or amendments thereto made by me or on behalf of American Financial Group, Inc.
or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) and
16(a) of the Securities and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as
of the 5th day of November, 1997.
/s/ S. Craig Lindner
-----------------------------------------
S. Craig Lindner
- 12 -
POWER OF ATTORNEY
-----------------
I, Keith E. Lindner, do hereby appoint James C. Kennedy and Karl J.
Grafe, or either of them, as my true and lawful attorneys-in-fact to sign on my
behalf individually and as an officer or director of American Financial Group,
Inc. or as a director or executive officer of any of its subsidiaries and to
file with the Securities and Exchange Commission any schedules or other filings
or amendments thereto made by me or on behalf of American Financial Group, Inc.
or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) and
16(a) of the Securities and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as
of the 5th day of November, 1997.
/s/ Keith E. Lindner
-----------------------------------------
Keith E. Lindner
- 13 -
Exhibit 2
AGREEMENT
This Agreement executed this 7th day of April, 1995, is by and among
Carl H. Lindner ("CHL"), Carl H. Lindner III (CHL III), S. Craig Lindner ("SCL")
and Keith E. Lindner ("KEL"), each an individual, the business address of each
is One East Fourth Street, Cincinnati, Ohio 45202. CHL, CHL III, SCL and KEL are
referred to herein collectively as the Lindner Family.
WHEREAS, as of the date of this Agreement, the Lindner Family
beneficially owns approximately 49.9% of American Premier's outstanding Common
Stock and each member of the Lindner Family is a director and executive officer
of American Premier and AFC;
NOW THEREFORE BE IT RESOLVED, that CHL, CHL III, SCL and KEL do hereby
agree to file jointly with the Securities and Exchange Commission any schedules
or other filings or amendments thereto made by or on behalf of any of them
pursuant to Section 13(d), 13(f), 13(g), and 14(d) of the Securities Exchange
Act of 1934, as amended.
/s/ Carl H. Lindner
---------------------------------
Carl H. Lindner
/s/ Carl H. Lindner III
---------------------------------
Carl H. Lindner III
/s/ S. Craig Lindner
---------------------------------
S. Craig Lindner
/s/ Keith E. Lindner
---------------------------------
Keith E. Lindner
- 14 -