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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1 to
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended Commission File
March 31, 2003 No. 1-13653
AMERICAN FINANCIAL GROUP, INC.
Incorporated under IRS Employer I.D.
the Laws of Ohio No. 31-1544320
One East Fourth Street, Cincinnati, Ohio 45202
(513) 579-2121
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark whether the Registrant is an accelerated filer.
Yes X No
As of May 1, 2003, there were 69,582,123 shares of the Registrant's
Common Stock outstanding, excluding 18,666,614 shares owned by subsidiaries.
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AMERICAN FINANCIAL GROUP, INC. 10-Q/A
EXPLANATORY NOTE
The Registrant hereby amends its Quarterly Report on Form 10-Q to include the
document listed as Exhibit 10 which was inadvertently omitted from Item 6 of
the original filing.
PART I
ITEM 4
CONTROLS AND PROCEDURES
AFG's chief executive officer and chief financial officer, with assistance
from management, have evaluated AFG's disclosure controls and procedures (as
defined in Exchange Act Rule 13a-14(c)) as of a date within 90 days prior to
filing this report. Based on that evaluation, they concluded that the controls
and procedures are effective. There have been no significant changes in AFG's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.
PART II
OTHER INFORMATION
ITEM 6
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 10 - 2003 Annual Bonus Plan.
Exhibit 99 - Certification pursuant to section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
Date of Report Item Reported
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February 19, 2003 Press Release - Fourth quarter and full year
2002 results; asbestos litigation settlement.
May 1, 2003 A. Press Releases:
1. Proposal to have a majority of independent
directors.
2. First Quarter 2003 Earnings Release.
B. Written transcript, including slides, of
May 1, 2003 webcast.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, American
Financial Group, Inc. has duly caused this Report to be signed on its behalf by
the undersigned duly authorized.
American Financial Group, Inc.
May 22, 2003 BY: s/Fred J. Runk
-----------------------------------
Fred J. Runk
Senior Vice President and Treasurer
2
AMERICAN FINANCIAL GROUP, INC. 10-Q/A
SARBANES-OXLEY SECTION 302(a) CERTIFICATIONS
I, Carl H. Lindner, certify that:
1. I have reviewed this amendment to the quarterly report on Form 10-Q of
American Financial Group, Inc.;
2. Based on my knowledge, this amendment to the quarterly report does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this amendment to the quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this amendment to the quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this amendment to the quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this amendment to the
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
amendment to the quarterly report (the "Evaluation Date"); and
c) presented in this amendment to the quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
amendment to the quarterly report whether or not there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
May 22, 2003 BY: s/Carl H. Lindner
-----------------------------------
Carl H. Lindner
Chairman of the Board and
Chief Executive Officer
(principal executive officer)
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AMERICAN FINANCIAL GROUP, INC. 10-Q/A
SARBANES-OXLEY SECTION 302(a) CERTIFICATIONS - CONTINUED
I, Fred J. Runk, certify that:
1. I have reviewed this amendment to the quarterly report on Form 10-Q of
American Financial Group, Inc.;
2. Based on my knowledge, this amendment to the quarterly report does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this amendment to the quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this amendment to the quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this amendment to the quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this amendment to the
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
amendment to the quarterly report (the "Evaluation Date"); and
c) presented in this amendment to the quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
amendment to the quarterly report whether or not there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
May 22, 2003 BY: s/Fred J. Runk
-----------------------------------
Fred J. Runk
Senior Vice President and Treasurer
(principal financial officer)
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AMERICAN FINANCIAL GROUP, INC. 10-Q/A
EXHIBIT 99
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT WILL BE RETAINED
BY THE REGISTRANT AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION
OR ITS STAFF UPON REQUEST.
In connection with the filing with the Securities and Exchange Commission of
the amendment to the Quarterly Report of American Financial Group, Inc.
(the "Company") on Form 10-Q for the period ended March 31, 2003 (the "Report"),
the undersigned officers of the Company, certify, pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of their knowledge:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
May 22, 2003 BY: s/Carl H. Lindner
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Date Carl H. Lindner
Chairman of the Board and
Chief Executive Officer
May 22, 2003 BY: s/Fred J. Runk
- --------------------------- -----------------------------------
Date Fred J. Runk
Senior Vice President and Treasurer
[AMERICAN FINANCIAL GROUP, INC. LOGO]
2003 ANNUAL BONUS PLAN
Adopted on April 8, 2003
AMERICAN FINANCIAL GROUP, INC.
2003 ANNUAL BONUS PLAN
1. PURPOSE
The purpose of the Annual Bonus Plan (the "Plan") is to further the
profitability of American Financial Group, Inc. (the "Company") to the benefit
of the shareholders of the Company by providing incentive to the Plan
participants.
2. ADMINISTRATION
Except as otherwise expressly provided herein, the Plan shall be
administered by the Compensation Committee or a successor committee or
subcommittee (the "Committee") of the Board of Directors of the Company (the
"Board") composed solely of two or more "outside directors" as defined pursuant
to Section 162(m) of the Internal Revenue Code. No member of the Committee while
serving as such shall be eligible to be granted a bonus under the Plan. Subject
to the provisions of the Plan (and to the approval of the Board where specified
in the Plan), the Committee shall have exclusive power to determine the
conditions (including performance requirements) to which the payment of the
bonuses may be subject and to certify that performance goals are attained.
Subject to the provisions of the Plan, the Committee shall have the authority to
interpret the Plan and establish, adopt or revise such rules and regulations and
to make all determinations relating to the Plan as it may deem necessary or
advisable for the administration of the Plan. The Committee's interpretation of
the Plan and all of its actions and decisions with respect to the Plan shall be
final, binding and conclusive on all parties.
3. PLAN TERM AND BONUS YEARS
The term of the Plan is one year, commencing January 1, 2003, which
term shall be renewed from year to year unless and until the Plan shall be
terminated or suspended as provided in Section 9. As used in the Plan the term
"Bonus Year" shall mean a calendar year.
4. PARTICIPATION
Subject to the approval of the Committee and the Board of Directors
(based on the recommendation of the Committee), the Chief Executive Officer and
each of the Co-Presidents shall participate in the Plan (the "Participants").
The Executive Committee may designate other employees of the Company or its
subsidiaries to be governed by the terms of the Plan, including consideration
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that a portion of payments made to such employees be in shares of common stock
of the Company.
5. ESTABLISHMENT OF INDIVIDUAL BONUS TARGETS AND PERFORMANCE CRITERIA
The Committee shall approve the individual target amount of bonus (the
"Bonus Target") that may be awarded to each Participant and recommend that the
Board adopt such action. In no event shall the establishment of any
Participant's Bonus Target give a Participant any right to be paid all or any
part of such amount unless and until a bonus is actually awarded pursuant to
Section 6.
The Committee shall establish the performance criteria, both subjective
and objective, (the "Performance Criteria") that will apply to the determination
of the bonus of the Chief Executive Officer and each of the Co-Presidents for
that Bonus Year and recommend that the Board adopt such action. The Bonus
Targets and Performance Criteria set forth on Schedules I and II have been
recommended by the Committee and approved by the Board.
6. DETERMINATION OF BONUSES AND TIME OF PAYMENT
As soon as practicable after the end of 2003, the Committee shall
determine whether or not the performance criteria of the Chief Executive Officer
and each of the Co-Presidents has been attained and shall recommend to the
Board, and the Board shall determine, the amount of the bonus, if any, to be
awarded to each Participant for 2003 according to the terms of this Plan. Such
bonus determinations shall be based on achievement of the Performance Criteria
for 2003.
Once the bonus is so determined for the Chief Executive Officer and
each of the Co-Presidents, it shall be paid one hundred percent in cash.
7. TERMINATION OF EMPLOYMENT
If a Participant's employment with the Company or a subsidiary, as the
case may be, is terminated for any reason other than discharge for cause, he may
be entitled to such bonus, if any, as the Committee, in its sole discretion, may
determine.
In the event of a Participant's discharge for cause from the employ of
the Company or a Subsidiary, as the case may be, he shall not be entitled to any
amount of bonus unless the Committee, in its sole discretion, determines
otherwise.
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8. MISCELLANEOUS
A. GOVERNMENT AND OTHER REGULATIONS. The obligation of the
Company to make payment of bonuses shall be subject to all applicable
laws, rules and regulations and to such approvals by governmental
agencies as may be required.
B. TAX WITHHOLDING. The Company or a Subsidiary, as
appropriate, shall have the right to deduct from all bonuses paid in
cash any federal, state or local taxes required by law to be withheld
with respect to such cash payments.
C. CLAIM TO BONUSES AND EMPLOYMENT RIGHTS. The designation of
persons to participate in the Plan shall be wholly at the discretion of
the Board. Neither this Plan nor any action taken hereunder shall be
construed as giving any Participant any right to be retained in the
employ of the Company or a Subsidiary.
D. BENEFICIARIES. Any bonuses awarded under this Plan to a
Participant who dies prior to payment shall be paid to the beneficiary
designated by the Participant on a form filed with the Company. If no
such beneficiary has been designated or survives the Participant,
payment shall be made to the Participant's legal representative. A
beneficiary designation may be changed or revoked by a Participant at
any time provided the change or revocation is filed with the Company.
E. NONTRANSFERABILITY. A person's rights and interests under
the Plan may not be assigned, pledged or transferred except, in the
event of a Participant's death, to his designated beneficiary as
provided in the Plan or, in the absence of such designation, by will or
the laws of descent and distribution.
F. INDEMNIFICATION. Each person who is or shall have been a
member of the Committee or of the Board shall be indemnified and held
harmless by the Company (to the extent permitted by the Articles of
Incorporation and Code of Regulations of the Company and applicable
law) against and from any loss, cost, liability or expense that may be
imposed upon or reasonably incurred by him in connection with or
resulting from any claim, action, suit or proceeding to which he may be
a party or in which they may be involved by reason of any action taken
or failure to act under the Plan and against and from any and all
amounts paid by him in settlement thereof, with the Company's approval,
or paid by him, in satisfaction of judgment in any such action, suit or
proceeding against him. He shall give the Company an opportunity, at
its own expense, to handle and defend the same before he undertakes to
handle and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of
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indemnification to which such person may be entitled under the
Company's Articles of Incorporation or Code of Regulations, as a matter
of law or otherwise or of any power that the Company may have to
indemnify him or hold him harmless.
G. RELIANCE ON REPORTS. Each member of the Committee and each
member of the Board shall be fully justified in relying or acting in
good faith upon any report made by the independent certified public
accountants of the Company or of its Subsidiaries or upon any other
information furnished in connection with the Plan by any officer or
director of the Company or any of its Subsidiaries. In no event shall
any person who is or shall have been a member of the Committee or of
the Board be liable for any determination made or other action taken or
any omission to act in reliance upon any such report or information or
for any action taken, including the furnishing of information, or
failure to act, if in good faith.
H. EXPENSES. The expenses of administering the Plan shall be
borne by the Company and its Subsidiaries in such proportions as shall
be agreed upon by them from time to time.
I. PRONOUNS. Masculine pronouns and other words of masculine
gender shall refer to both men and women.
J. TITLES AND HEADINGS. The titles and headings of the
sections in the Plan are for convenience of reference only, and, in the
event of any conflict between any such title or heading and the text of
the Plan, such text shall control.
9. AMENDMENT AND TERMINATION
The Board may at any time terminate the Plan. The Board may at any
time, or from time to time, amend or suspend and, if suspended, reinstate the
Plan in whole or in part. Notwithstanding the foregoing, the Plan shall continue
in effect to the extent necessary to settle all matters relating to the payment
of bonuses awarded prior to any such termination or suspension.
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SCHEDULE I
ANNUAL BONUS PLAN
FOR 2003
PARTICIPANTS AND
BONUS TARGETS
Total Company
Bonus EPS Performance
Name Position Target Component Component
- --------- -------- ------ --------- ---------
Carl H. Lindner Chairman of the Board $990,000 50% 50%
& Chief Executive Officer
Carl H. Lindner III Co-President $990,000 50% 50%
S. Craig Lindner Co-President $990,000 50% 50%
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SCHEDULE II
ANNUAL BONUS PLAN
2003 PERFORMANCE CRITERIA FOR PARTICIPANTS
The overall bonus for 2003 for each Participant will be the sum of such
Participant's bonuses for the following two Performance Criteria components:
WEIGHTING OF DOLLAR AMOUNT
OF BONUS TARGET
------------------------------
(Assuming Schedule I indicates
$990,000 Bonus Target)
Earnings Per Share ("EPS") - 50% $495,000
Company Performance - 50% $495,000
A. EPS COMPONENT.
Each participant's bonus will range from 0% to 175% of the dollar
amount of the Bonus Target allocated to the EPS Component, based on the
following levels of reported earnings per common share from insurance
operations ("Operating EPS" defined below) achieved by the Company and
its consolidated subsidiaries for 2003:
PERCENTAGE OF BONUS TARGET TO BE PAID
OPERATING EPS FOR EPS COMPONENT
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$2.42 or less 0
$2.63 100%
more than $2.63 more than 100% up to 175%
Where the Operating EPS is greater than $2.42 and less than $2.63, the
bonus will be determined by straight line interpolation; if it is above
$2.63, the Committee, in its discretion, shall determine any percentage
of bonus above 100%.
The Operating EPS to be considered is diluted EPS from the Company's
insurance operations and not including investee results, realized gains
and losses in the investment portfolio and unusual or non-recurring
items. Additionally, the Committee shall have the power and authority,
in its discretion, to adjust reported Operating EPS upward or downward
for purposes of the Plan to the extent the Committee deems equitable.
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B. COMPANY PERFORMANCE COMPONENT
Each participant's bonus could range up to 175% of the dollar amount of
the Bonus Target allocated to the Company Performance Component and
will be determined by the Board, upon the Compensation Committee's
recommendation, based on the Compensation Committee's subjective rating
of the Company's relative overall performance for 2003. Such rating
shall include a consideration of all factors deemed relevant, including
financial (and non-financial) and strategic factors.
When determining the Company's performance for 2003, the Committee
intends to take into consideration the factors it believes are relevant
to such performance. For 2003, it may be appropriate to consider
factors including, but not limited to: earnings per share, including a
specific review of the impact of any extraordinary transactions and
investees' results; return on equity; per share price of common stock
relative to prior periods and comparable companies as well as financial
markets; status of credit ratings on outstanding debt and claims paying
ability of the Company's subsidiaries; status of debt-to-capital ratio;
combined ratio of the Company's subsidiaries; investment portfolio
performance including realized gains and losses; and other operating
criteria.
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