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American Financial Group Inc – ‘8-K’ for 3/26/20

On:  Wednesday, 4/1/20, at 12:30pm ET   ·   For:  3/26/20   ·   Accession #:  1140361-20-7639   ·   File #:  1-13653

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/01/20  American Financial Group Inc      8-K:5,8,9   3/26/20   15:986K                                   Broadridge Fin’l So… Inc

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     42K 
 2: EX-1        Underwriting Agreement                              HTML    184K 
 3: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML     80K 
 4: EX-4.2      Instrument Defining the Rights of Security Holders  HTML    137K 
 5: EX-5        Opinion of Counsel re: Legality                     HTML     15K 
14: R1          Document and Entity Information                     HTML     60K 
11: XML         IDEA XML File -- Filing Summary                      XML     13K 
15: XML         XBRL Instance -- form8k_htm                          XML     26K 
13: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 7: EX-101.DEF  XBRL Definitions -- afg-20200326_def                 XML     55K 
 8: EX-101.LAB  XBRL Labels -- afg-20200326_lab                      XML     82K 
 9: EX-101.PRE  XBRL Presentations -- afg-20200326_pre               XML     59K 
 6: EX-101.SCH  XBRL Schema -- afg-20200326                          XSD     18K 
12: JSON        XBRL Instance as JSON Data -- MetaLinks               16±    24K 
10: ZIP         XBRL Zipped Folder -- 0001140361-20-007639-xbrl      Zip     91K 


‘8-K’   —   Current Report


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 iX: 
 i false i 12-31 i 000104204600010420462020-03-262020-03-260001042046afg:SixSubordinatedDebenturesDueNovember152055Member2020-03-262020-03-260001042046afg:Five125SubordinatedDebenturesDueDecember152059Member2020-03-262020-03-260001042046us-gaap:CommonStockMember2020-03-262020-03-260001042046afg:Five875SubordinatedDebenturesDueMarch302059Member2020-03-262020-03-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM  i 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):   i March 26, 2020
 
 i AMERICAN FINANCIAL GROUP, INC.
 
(Exact name of registrant as specified in its charter)

 i Ohio
 i 1-13653
 i 31-1544320
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

 i 301 East Fourth Street,  i Cincinnati,  i OH
 
 i 45202
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code:  ( i 513)  i 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):
 
 i 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 i 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 i 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 i 
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   i 
 
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
Symbol(s)
 
Name of each exchange on
which registered
   i Common Stock
   i AFG    i New York Stock Exchange
 
 i 6% Subordinated Debentures due November 15, 2055
   i AFGH
 
 i New York Stock Exchange
 
 i 5.875% Subordinated Debentures due March 30, 2059
   i AFGB
 
 i New York Stock Exchange
 
 i 5.125% Subordinated Debentures due December 15, 2059
   i AFGC
 
 i New York Stock Exchange



Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On March 27, 2020, the Board of Directors of American Financial Group, Inc. (the “Company”) adopted an amended and restated Code of Regulations of the Company (as amended, the “Code of Regulations”), which became effective immediately upon adoption.
 
Article I, Section 3 of the Code of Regulations was amended to expressly provide for virtual meetings of the Company’s shareholders by means of remote communications equipment in accordance with Ohio Revised Code Section 1701.40(C).
 
The foregoing description of the amendments to the Code of Regulations is qualified in its entirety by the full text of the Amended and Restated Code of Regulations, which is attached hereto as Exhibit 3.1 and incorporated herein by this reference.
 
Item 8.01.
Other Events.
 
On March 26, 2020, American Financial Group, Inc. (the “Registrant”) entered into a Purchase Agreement (the “Purchase Agreement”) by and among the Registrant and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters, relating to the issuance and sale of $300 million aggregate principal amount of the Registrant’s 5.250% Senior Notes due April 2030 (the “Senior Notes”).
 
For a description of the Senior Notes, see the materials set forth in the section captioned “Description of Debt Securities” in the Registration Statement described below and the materials set forth in the section captioned “Description of Senior Notes” in the Prospectus Supplement of the Registrant dated March 26, 2020 and filed with the Commission on March 27, 2020 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which is incorporated in this Current Report on Form 8-K by reference.
 
The Indenture, as supplemented by the Ninth Supplemental Indenture, together with specimen copy of each of the Senior Notes are incorporated by reference in this Current Report on Form 8-K. The foregoing description of the Senior Notes and the other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents, forms or copies of which are incorporated in this Current Report on Form 8-K by reference.
 
The Notes are being offered and sold by the Registrant pursuant to a Registration Statement on Form S-3 (File No. 333-223216).
 
Section 9 — Financial Statements and Exhibits

2

Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
Purchase Agreement dated as of March 26, 2020 among the Registrant and J.P. Morgan Securities LLC, BofA Securities, Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters.
   
Amended and Restated Code of Regulations of American Financial Group, Inc., effective as of March 27, 2020.
   
Senior Debt Securities Indenture dated as of November 12, 1997, between the Registrant, as Issuer, U.S. Bank National Association (formerly known as Star Bank, N.A.), as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-A dated April 19, 1999).
   
Form of Ninth Supplemental Indenture to be dated as of April 2, 2020 between the Registrant, as Issuer and U.S. Bank National Association, as Trustee.
   
Form of 5.250% Senior Notes due 2030 (included in Exhibit 4.2).
   
Opinion of Keating Muething & Klekamp PLL.
   
Consent of Keating Muething & Klekamp PLL (included in Exhibit 5).
   
104
Cover page Interactive Date File (embedded within Inline XBRL document).
 
3

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.

AMERICAN FINANCIAL GROUP, INC.
   
 
By:
/s/ Mark A. Weiss  
    Mark A. Weiss
   
Vice President


4


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
4/2/20
Filed on:4/1/20
3/27/20424B5
For Period end:3/26/20424B5,  8-K,  FWP
4/19/998-A12B
11/12/97
 List all Filings 


8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/27/24  American Financial Group Inc.     S-3ASR      2/27/24    6:1.1M                                   Broadridge Fin’l So… Inc
 2/23/24  American Financial Group Inc.     10-K       12/31/23  133:30M
 2/24/23  American Financial Group Inc.     10-K       12/31/22  132:34M
 2/25/22  American Financial Group Inc.     10-K       12/31/21  129:34M
 2/26/21  American Financial Group Inc.     S-3ASR      2/26/21    5:1.6M                                   Broadridge Fin’l So… Inc
 2/25/21  American Financial Group Inc.     10-K       12/31/20  144:38M
 9/09/20  American Financial Group Inc.     424B5                  1:669K                                   Broadridge Fin’l So… Inc
 9/08/20  American Financial Group Inc.     424B5                  1:661K                                   Broadridge Fin’l So… Inc
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