sc13e3no5.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13E-3
RULE
13e-3 TRANSACTION STATEMENT
(Pursuant
to Section 13(e) of the Securities Exchange Act of 1934)
Amendment
No. 5
GREAT
AMERICAN FINANCIAL RESOURCES, INC.
(Name
of
the Issuer)
GREAT
AMERICAN FINANCIAL RESOURCES, INC.
AMERICAN
FINANCIAL GROUP, INC.
GAFRI
ACQUISITION CORP.
KENNETH
C. AMBRECHT
CARL
H. LINDNER
CARL
H. LINDNER III
S.
CRAIG LINDNER
WILLIAM
R. MARTIN
(Name
of
Person(s) Filing Statement)
Common
Stock, $1.00 par value (“GAFRI Common Stock”)
(Title
of
Class of Securities)
389915019
(CUSIP
Number of Class of Securities)
GREAT
AMERICAN FINANCIAL RESOURCES, INC.
250
East Fifth Street, 10th Floor
Cincinnati,
Ohio 45202
Attention: Mark
F. Muething, Esq.
(513)
333-5300
AMERICAN
FINANCIAL GROUP, INC.
GAFRI
ACQUISITION CORP.
One
East Fourth Street
Suite
900
Cincinnati,
Ohio 45202
Attention: James
C. Kennedy, Esq.
(513)
579-2538
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
with
copies to:
Keating
Muething & Klekamp PLL
One
East Fourth Street
Suite
1400
Cincinnati,
Ohio 45202
Attention: Edward
E. Steiner, Esq.
Mark
A. Weiss, Esq.
513-579-6400
|
Squire,
Sanders & Dempsey L.L.P.
312
Walnut Street
Suite
3500
Cincinnati,
Ohio 45202
Attention: Stephen
C. Mahon, Esq.
513-361-1200
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications on Behalf of the Person(s) Filing
Statement)
|
This
statement is filed in connection with (check appropriate box):
x |
a.
|
The
filing of solicitation materials or an information statement subject
to
Regulation 14A [17 CFR 240.14a-1 to 240.14b-2], Regulation 14C
[17 CFR
240.14c-1 to 240.14c-101] or Rule 13e-3(c) [§240.13e-3(c)] under the
Securities Exchange Act of 1934.
|
o |
b.
|
The
filing of a registration statement under the Securities Act of
1933.
|
o |
c.
|
A
tender offer.
|
o |
d.
|
None
of the above.
|
Check
the
following box if the soliciting materials or information statement referred
to
in checking box (a) are preliminary copies: o
Check
the
following box if the filing is a final amendment reporting the results of the
transaction: o
Calculation
of Filing Fee
Transaction
Amount of filing fee
valuation*
$235,617,707
$7,233.46**
*
|
Set
forth the amount on which the filing fee is calculated and state
how it
was determined.
|
*
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11: the filing fee of $7,233.46 was
determined based upon the sum of (A) product of 9,208,886 outstanding
shares of Common Stock and the merger consideration of $24.50 per
share,
plus (B) up to $10,000,000 payable in connection with the extinguishing
of
outstanding options to purchase GAFRI Common Stock (equal to
$235,617,707). In accordance with Exchange Act Rule 0-11(c),
the filing fee was determined by multiplying 0.00003070 by the
sum of (A)
and (B) in the preceding
sentence.
|
o |
Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and
identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
|
Amount
previously
Paid: _______________________
Form
or
Registration No.:
_______________________
Filing
Party: _________________________________
Date
Filed: __________________________________
Introductory
Statement
This
Amendment No. 5 to Rule 13e-3 Transaction Statement (the “Final Amendment”) is
being filed with the Securities and Exchange Commission (the “SEC”) pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) by Great American Financial Resources, Inc., a Delaware corporation
(“GAFRI”or the “Company”), American Financial Group, Inc., an Ohio corporation
(“AFG”), GAFRI Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of AFG (“GAC”), Kenneth C. Ambrecht, Carl H. Lindner, Carl H. Lindner
III, S. Craig Lindner and William R. Martin (collectively, the “Filing
Persons”). This Final Amendment is a fifth amendment to the Rule
13e-3 Transaction Statement filed by GAFRI, AFG and GAC on June 14, 2007 (the
“Transaction Statement”).
This
Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the final
results of the transaction which is the subject of the Transaction
Statement.
Item
15. Additional
Information.
Item
15(b) is amended and supplemented as follows:
On
September 28, 2007, at a special meeting of stockholders, GAFRI stockholders
voted to approve and adopt the Agreement and Plan of Merger, dated as of May
17,
2007, by and among AFG, GAFRI and GAC.
On
September 28, 2007, GAFRI filed a Certificate of Merger with the Secretary
of
State of the State of Delaware, pursuant to which GAC was merged with and into
GAFRI, with GAFRI continuing as the surviving corporation (the
“Merger”). As a result of the Merger, GAFRI became a wholly-owned
subsidiary of AFG. The Merger became effective on Friday, September
28, 2007, at which time (i) each outstanding share of GAFRI Common Stock issued
and outstanding immediately prior to the effective time of the Merger (other
than shares held by GAFRI as treasury shares or otherwise, shares held by AFG
or
any subsidiary of AFG and shares held by stockholders who perfected their
appraisal rights under Delaware law) was canceled and converted into the right
to receive $24.50 in cash, and (ii) the separate corporate existence of GAC
ceased.
As
a
result of the Merger, GAFRI Common Stock will no longer be listed on any
exchange, including the New York Stock Exchange. GAFRI has filed a
Certification and Notice of Termination of Registration on Form 15 with the
SEC
in order to deregister its common stock under the Securities Exchange Act of
1934.
SIGNATURE
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
September
28, 2007
Date
|
GREAT
AMERICAN FINANCIAL RESOURCES, INC.
/s/ Mark
F. Muething
Mark
F. Muething
Executive
Vice President
|
September
28, 2007
Date
|
AMERICAN
FINANCIAL GROUP, INC.
/s/
James C. Kennedy
James
C. Kennedy
Vice
President
|
September
28, 2007
Date
|
GAFRI
ACQUISITION CORP.
/s/
James C. Kennedy
James
C. Kennedy
Vice
President
|
September
28, 2007
Date
|
*
Kenneth
C. Ambrecht
|
September
28, 2007
Date
|
Carl
H. Lindner
|
September
28, 2007
Date
|
Carl
H. Lindner III
|
September
28, 2007
Date
|
S.
Craig Lindner
|
September
28, 2007
Date
|
William
R. Martin
|
September
28, 2007
Date
|
*By:/s/
Karl J.
Grafe
Karl
J. Grafe
Attorney
in
Fact
|
|
|