8-K
AMERICAN FINANCIAL GROUP INC (AFG)
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): September 25, 2020
AMERICAN FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| Ohio | 1-13653 | 31-1544320 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 301 East Fourth Street, Cincinnati, OH | 45202 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s 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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br>Symbol(s) | Name of each exchange on<br><br> <br>which registered |
|---|---|---|
| Common Stock | AFG | New York Stock Exchange |
| 6% Subordinated Debentures due November 15, 2055 | AFGH | New York Stock Exchange |
| 5.875% Subordinated Debentures due March 30, 2059 | AFGB | New York Stock Exchange |
| 5.125% Subordinated Debentures due December 15, 2059 | AFGC | New York Stock Exchange |
| 5.625% Subordinated Debentures due June 1, 2060 | AFGD | New York Stock Exchange |
| 4.5% Subordinated Debentures due September 15, 2060 | AFGE | New York Stock Exchange |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On September 28, 2020, American Financial Group, Inc. (the “Company”) announced the sudden passing of longtime Board member, Kenneth C. Ambrecht, on Friday, September 25, 2020. Mr. Ambrecht was elected to the Company’s Board of Directors in 2005 and was a member of the Compensation and Corporate Governance Committees.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On September 28, 2020, the Company issued a press release announcing the event set forth in Item 5.02 above. A copy of the press release is attached as Exhibit 99.1.
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| 99.1 | Press Release dated September 28, 2020. |
| --- | --- |
| 104 | Cover page Interactive Date File (embedded within Inline XBRL document). |
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.
| Date: September 28, 2020 | AMERICAN FINANCIAL GROUP, INC. | |
|---|---|---|
| By: | /s/ Mark A. Weiss | |
| Mark A. Weiss | ||
| Vice President |
Exhibit 99.1
American Financial Group, Inc. Announces Death of Board Member Ken Ambrecht
CINCINNATI – September 28, 2020 – It is with great sadness that the American Financial Group Board of Directors announces the sudden passing of longtime Board member Kenneth C. Ambrecht on Friday, September 25, 2020.
Mr. Ambrecht was elected to AFG’s Board of Directors in 2005 and was a member of the Compensation and Corporate Governance Committees. He had extensive corporate finance experience, having worked in the U.S. capital markets for over 30 years. After a career in investment banking, he formed KCA Associates LLC. KCA Associates serves as a consultant to several companies, advising them with respect to financial transactions.
S. Craig Lindner and Carl H. Lindner III, Co-CEOs of American Financial, Inc., provided the following statement: “Ken served our Board with great commitment and was a trusted advisor, colleague and friend. We are thankful for his guidance, wisdom and outstanding leadership. Ken had a passion for business excellence, and he leaves a legacy grounded in strong business acumen and critical thinking, which has served AFG well over many years. He will be greatly missed. We extend our deepest condolences to Ken’s family.”
About American Financial Group, Inc.
American Financial Group is an insurance holding company, based in Cincinnati, Ohio with assets of approximately $70 billion as of June 30, 2020. 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 traditional fixed and indexed annuities in the retail, financial institutions, broker-dealer, and registered investment advisor markets. Great American Insurance Group’s roots go back to 1872 with the founding of its flagship company, Great American Insurance Company.
Contact:
Diane P. Weidner, IRC
Vice President – Investor & Media Relations
(513) 369-5713
Websites:
www.AFGinc.com
www.GreatAmericanInsuranceGroup.com
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