Current Report Filing (8-k)
August 28 2015 - 2:12PM
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): August 25, 2015
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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Registrant's telephone number, including area code: (513) 579-2121
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(Former name or former address, if changed since last report.)
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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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On August 25, 2015, American Financial Group, Inc. (the "Company") announced that its Board of Directors had approved an increase in the Company's annual dividend rate from $1.00 per share to $1.12 per share.
On August 27, 2015, the Company delivered a notice to redeem $132 million, constituting the entire outstanding principal amount, of its 7% senior notes due 2050 (the "Notes"). The Notes were issued pursuant to the indenture, dated as of November 12, 1997 between the Company and U.S. Bank National Association, as trustee (the "Indenture"). Pursuant to the Indenture, the Company will redeem the Notes at a price equal to 100% of the outstanding aggregate principal amount of the Notes plus accrued and unpaid interest up to, but not including, the redemption date.
A copy of the press release announcing the dividend increase is attached as Exhibit 99.1. A copy of the press release announcing the redemption and the notice of redemption is attached as Exhibit 99.2. Exhibits 99.1 and 99.2 are incorporated by reference in this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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99.1
99.2
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Press release dated August 25, 2015
Press release dated August 28, 2015
These Exhibits are furnished pursuant to Item 8.01 and should not be deemed to be "filed" under the Securities Exchange Act of 1934.
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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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Date: August 28, 2015
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AMERICAN FINANCIAL GROUP, INC.
By: /s/ Karl J. Grafe
Karl J. Grafe
Vice President
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American Financial Group, Inc. Increases Annual Dividend by 12%; Tenth Consecutive Year of Dividend Increases
Cincinnati, Ohio – August 25, 2015 – American Financial Group, Inc. (NYSE: AFG) announced that its Board of Directors has approved an increase in the Company's regular annual dividend from $1.00 to $1.12 per share of common stock. The increased dividend, when declared, will be paid on a quarterly basis of $0.28 per share of common stock beginning in October 2015. The new dividend rate represents a 12% increase over the annual rate paid thus far in 2015. The Company has increased its dividend in each of the last ten years.
Carl Lindner III and Craig Lindner, AFG's Co-Chief Executive Officers, issued this joint statement: "We are pleased to announce this increase in the annual dividend paid to shareholders; a key component of our capital management strategy is to return excess capital to shareholders through dividends. AFG's five-year compounded annual growth rate in dividends is approximately 12%. This increase reflects our confidence in the Company's financial condition, liquidity, and prospects for long-term growth."
About American Financial Group, Inc.
American Financial Group is an insurance holding company, based in Cincinnati, Ohio with assets over $45 billion. Through the operations of 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 fixed and fixed-indexed annuities in the retail, financial institutions and education markets. Great American Insurance Group's roots go back to 1872 with the founding of its flagship company, Great American Insurance Company.
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 long-term care, asbestos, environmental pollution and mass tort claims; rate changes; and improved loss experience.
Page 1
Actual results and/or financial condition could differ materially from those contained in or implied by such forward-looking statements for a variety of reasons including but not limited to: changes in financial, political and economic conditions, including changes in interest and inflation rates, currency fluctuations and extended economic recessions or expansions in the U.S. and/or abroad; performance of securities markets; AFG's ability to estimate accurately the likelihood, magnitude and timing of any losses in connection with investments in the non-agency residential mortgage market; new legislation or declines in credit quality or credit ratings that could have a material impact on the valuation of securities in AFG's investment portfolio; the availability of capital; the possibility that the pending sale of AFG's run-off long-term care business is not consummated; regulatory actions (including changes in statutory accounting rules); changes in the legal environment affecting AFG or its customers; tax law and accounting changes; levels of natural catastrophes and severe weather, terrorist activities (including any nuclear, biological, chemical or radiological events), incidents of war or losses resulting from civil unrest and other major losses; development of insurance loss reserves and establishment of other reserves, particularly with respect to amounts associated with asbestos and environmental claims and AFG's run-off long-term care business; availability of reinsurance and ability of reinsurers to pay their obligations; trends in persistency, mortality and morbidity; competitive pressures, including those in the annuity distribution channels, the ability to obtain adequate rates and policy terms; changes in AFG's credit ratings or the financial strength ratings assigned by major ratings agencies to our operating subsidiaries; and other factors identified in our filings with the Securities and Exchange Commission.
The forward-looking statements herein are made only as of the date of this press release. The Company assumes no obligation to publicly update any forward-looking statements.
Contact:
Diane P. Weidner
Asst. Vice President - Investor Relations
513-369-5713
Websites:
www.AFGinc.com
www.GreatAmericanInsuranceGroup.com
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American Financial Group, Inc. Announces Notice of Redemption of 7% Senior Notes
Cincinnati, Ohio – August 28, 2015 – American Financial Group, Inc. (NYSE: AFG) announced today that it has given notice of its intention to redeem all of the outstanding 7% Senior Notes due September 2050 (the "Senior Notes"). The Senior Notes, which have an outstanding principal balance of $132 million, will be redeemed on September 30, 2015, at 100% of principal plus accrued and unpaid interest to the redemption date. The Senior Notes are listed on the New York Stock Exchange under the trading symbol "AFQ."
About American Financial Group, Inc.
American Financial Group is an insurance holding company, based in Cincinnati, Ohio with assets over $45 billion. Through the operations of 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 fixed and fixed-indexed annuities in the retail, financial institutions and education markets. Great American Insurance Group's roots go back to 1872 with the founding of its flagship company, Great American Insurance Company.
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 long-term care, asbestos, environmental pollution and mass tort claims; rate changes; and improved loss experience.
Page 1
Actual results and/or financial condition could differ materially from those contained in or implied by such forward-looking statements for a variety of reasons including but not limited to: changes in financial, political and economic conditions, including changes in interest and inflation rates, currency fluctuations and extended economic recessions or expansions in the U.S. and/or abroad; performance of securities markets; AFG's ability to estimate accurately the likelihood, magnitude and timing of any losses in connection with investments in the non-agency residential mortgage market; new legislation or declines in credit quality or credit ratings that could have a material impact on the valuation of securities in AFG's investment portfolio; the availability of capital; the possibility that the pending sale of AFG's run-off long-term care business is not consummated; regulatory actions (including changes in statutory accounting rules); changes in the legal environment affecting AFG or its customers; tax law and accounting changes; levels of natural catastrophes and severe weather, terrorist activities (including any nuclear, biological, chemical or radiological events), incidents of war or losses resulting from civil unrest and other major losses; development of insurance loss reserves and establishment of other reserves, particularly with respect to amounts associated with asbestos and environmental claims and AFG's run-off long-term care business; availability of reinsurance and ability of reinsurers to pay their obligations; trends in persistency, mortality and morbidity; competitive pressures, including those in the annuity distribution channels, the ability to obtain adequate rates and policy terms; changes in AFG's credit ratings or the financial strength ratings assigned by major ratings agencies to our operating subsidiaries; and other factors identified in our filings with the Securities and Exchange Commission.
The forward-looking statements herein are made only as of the date of this press release. The Company assumes no obligation to publicly update any forward-looking statements.
Contact:
Diane P. Weidner
Asst. Vice President - Investor Relations
513-369-5713
Websites:
www.AFGinc.com
www.GreatAmericanInsuranceGroup.com
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