Approximate
date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions and other factors.
If
the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. o
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 of the Securities Act of 1933, other
than
securities offered only in connection with dividend or interest reinvestment
plans, please check the following box. x
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. ¨
THIS
POST-EFFECTIVE AMENDMENT NO. 9 TO FORM S-3 REGISTRATION STATEMENT IS BEING
FILED
SOLELY TO REMOVE FROM REGISTRATION SECURITIES THAT WERE REGISTERED AND WILL
NOT
BE ISSUED IN CONNECTION WITH THE REGISTRANT’S OFFERING.
DEREGISTRATION
OF UNSOLD SECURITIES
American
Financial Group, Inc. (the “Registrant”) filed its Registration Statement on
Form S-3 (No. 333-106659) (the “Registration Statement”) on June 30, 2003, with
respect to $511,015,000 principal amount at maturity of the Registrant’s Senior
Convertible Notes due 2033 (the “Notes”) and 8,816,235 shares of Common Stock,
no par value per share (after giving effect to the Registrant’s 3-for-2 stock
split effective December 15, 2006) (the “Shares,” and collectively with the
Notes, the “Securities”). The Registrant filed the Registration
Statement pursuant to an agreement among the initial purchasers of the Notes
and
the Registrant.
Pursuant
to the Registrant’s undertaking in Part II, Item 17 of the Registration
Statement, the Registrant is filing this post-effective amendment to the
Registration Statement to withdraw the Registration Statement, including all
amendments (including post-effective amendments) and exhibits to the
Registration Statement, with respect to all unsold Securities registered under
the Registration Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-3 and has duly caused this Post-Effective Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Cincinnati, State of Ohio, as of the 7th day of
September,
2007.
AMERICAN
FINANCIAL GROUP,
INC.
By:
/s/ James
C. Kennedy
James
C. Kennedy
Vice
President, Deputy General
Counsel
and
Secretary
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment
to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
*
Capacity
Date
Carl
H. Lindner
*
Chairman
of the Board of Directors
September
__, 2007
Carl
H. Lindner III
*
Co-Chief
Executive Officer and Director (Principal Executive Officer)
