As filed with the Securities and Exchange Commission on August 21, 2003
Registration No. 333-107490
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
AMENDMENT NO 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------
GREAT AMERICAN FINANCIAL RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 06-1356481
----------------------------------- ------------------------------------
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
250 EAST FIFTH STREET
CINCINNATI, OHIO 45202
(513) 333-5300
(FACSIMILE: (513) 357-3397)
-----------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
------------------
MARK F. MUETHING, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
GREAT AMERICAN FINANCIAL RESOURCES, INC.
250 EAST FIFTH STREET
CINCINNATI, OHIO 45202
(513) 333-5515
(FACSIMILE: (513) 357-3397)
---------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
WITH A COPY TO:
MARK A. WEISS, ESQ.
KEATING, MUETHING & KLEKAMP, P.L.L.
1400 PROVIDENT TOWER
ONE EAST FOURTH STREET
CINCINNATI, OHIO 45202
(513) 579-6599
FACSIMILE: (513) 579-6956
-------------------
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered in connection with
dividend and interest reinvestment plans, 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. [ ]
CALCULATION OF REGISTRATION FEE
----------------------------- --------------------------------------------------- ------------------------------------
Title of each Class of
Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee
----------------------------- --------------------------------------------------- ------------------------------------
Common stock, $1.00 par $61,000,000(1) $4,935(3)
value per share
----------------------------- --------------------------------------------------- ------------------------------------
Rights to purchase common (2) (2)
stock (2)
----------------------------- --------------------------------------------------- ------------------------------------
(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933.
(2) The rights to purchase common stock are being issued without consideration.
No additional registration fee is required pursuant to Rule 457(g) under
the Securities Act.
(3) Of such amount, $4,142 was paid with the initial filing. $793 is being paid
with this Amendment No. 2
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and it is not soliciting an offer
to buy these securities in any state where the offer or sale is not permitted.
PROSPECTUS
4,350,000 SHARES
GREAT AMERICAN FINANCIAL RESOURCES, INC.
COMMON STOCK
We are distributing at no charge to the holders of our common stock
transferable subscription rights to purchase up to an aggregate of 4,350,000
shares of our common stock at a cash subscription price of $14.00 per share.
You will not be entitled to receive any subscription rights unless you are a
stockholder of record as of the close of business on August 22, 2003. The total
purchase price of shares offered in this rights offering will be approximately
$60 million.
You will receive one right to purchase one share of our common stock
for each 10 shares of common stock you own on August 22, 2003, rounded up to the
next full share. Each holder of one or more shares of our common stock on August
22, 2003 will receive at least one right to purchase an additional share. We
refer to this as the basic subscription privilege. There is no minimum amount of
shares that you must purchase under the basic subscription privilege, but you
may not purchase fractional shares. If other stockholders do not fully exercise
their basic subscription privilege, you will also have the opportunity to
purchase additional shares of common stock, subject to certain limitations, at
the same purchase price. We refer to this as the over-subscription privilege.
Carl H. Lindner, Jr., our Chairman of the Board, has agreed to act as standby
purchaser in the offering, and, in addition to the basic subscription rights he
will receive as a stockholder, he will purchase any and all shares not purchased
by our other stockholders under the basic subscription privilege or the
over-subscription privilege.
American Financial Group, Inc., which we refer to as AFG, beneficially
owns approximately 82% of our outstanding common stock and will receive rights
to purchase approximately 3.5 million shares in the offering. S. Craig Lindner,
our Chief Executive Officer, beneficially owns approximately 120,000 shares of
our common stock (excluding shares held of record by AFG) and will receive
rights to purchase approximately 12,000 shares. Each of AFG and S. Craig Lindner
has committed to exercising the basic subscription privilege in full and has
agreed not to exercise the over-subscription privilege.
The subscription rights will expire if they are not exercised by 5:00
p.m., Eastern time, on September 22, 2003, the expected expiration date of this
rights offering. We, in our sole discretion, may extend the period for
exercising the subscription rights. Subscription rights that are not exercised
by the expiration date of this rights offering will expire and will have no
value. You should carefully consider whether or not to exercise or sell your
subscription rights before the expiration date.
Shares of our common stock are quoted on the New York Stock Exchange
under the symbol "GFR." The last sale price of our common stock on August 20,
2003 was $14.27 per share. We anticipate that the subscription rights will be
traded on the New York Stock Exchange under the symbol "GFR RT."
PER SHARE TOTAL
----------------------- ------------------
Subscription Price $14.00 $60,900,000
Estimated Expenses 0.06 250,000
Net Proceeds to Us $13.94 60,650,000
AN INVESTMENT IN OUR COMMON STOCK INVOLVES RISKS. YOU SHOULD CONSIDER
CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 10 OF THIS PROSPECTUS BEFORE
EXERCISING OR SELLING YOUR SUBSCRIPTION RIGHTS.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense. The securities are not being offered in any jurisdiction where
the offer is not permitted.
The date of this prospectus is August 21, 2003
2
TABLE OF CONTENTS
PAGE
PROSPECTUS SUMMARY................................................. 4
RISK FACTORS....................................................... 10
FORWARD-LOOKING STATEMENTS......................................... 15
THE RIGHTS OFFERING................................................ 15
DESCRIPTION OF CAPITAL STOCK....................................... 26
USE OF PROCEEDS.................................................... 27
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES...................... 27
LEGAL MATTERS...................................................... 28
EXPERTS............................................................ 28
WHERE YOU CAN FIND MORE INFORMATION................................ 29
INSTRUCTIONS FOR USE OF SUBSCRIPTION RIGHTS CERTIFICATES ANNEX A
You should rely only on the information contained in this document or
to which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. In Alabama, North Dakota and Wisconsin, this offering
is being made through Great American Advisors, Inc., a registered broker-dealer
and wholly-owned, indirect subsidiary of Great American Financial Resources,
Inc. The information in this document may only be accurate on the date of this
document.
3
PROSPECTUS SUMMARY
QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING
Q: WHAT IS THIS RIGHTS OFFERING?
A: This rights offering is a distribution, at no charge, to holders of our
common stock of one transferable subscription right to purchase one
additional share of our common stock for each 10 shares of common stock
owned as of August 22, 2003. We refer to August 22, 2003, as the rights
offering record date. We are distributing a total of approximately
4,350,000 subscription rights exercisable at $14.00 each. The maximum
gross proceeds of this rights offering will be approximately $60
million.
Q: WHAT IS A SUBSCRIPTION RIGHT?
A: Each full subscription right is a right to purchase one share of our
common stock for $14.00 and carries with it a basic subscription
privilege and an over-subscription privilege.
Q: HOW MANY SHARES MAY I PURCHASE IF I EXERCISE MY SUBSCRIPTION RIGHTS?
A: You will receive one transferable subscription right for each 10 shares
of common stock that you owned on August 22, 2003, which we refer to as
the rights offering record date. Each holder of one or more shares of
our common stock on August 22, 2003 will receive at least one right to
purchase an additional share. Each subscription right contains the
basic subscription privilege and the over-subscription privilege.
Q: WHAT IS THE BASIC SUBSCRIPTION PRIVILEGE?
A: The basic subscription privilege of each subscription right entitles
you to purchase one share of our common stock at the subscription price
of $14.00 per share.
Q: WHAT IS THE OVER-SUBSCRIPTION PRIVILEGE?
A: The over-subscription privilege of each subscription right entitles
you, if you fully exercise your basic subscription privilege, to
subscribe for additional shares of our common stock at the same
subscription price per share on a proportionate basis if any shares are
not purchased by other holders of subscription rights under their basic
subscription privileges.
Q: WHAT IF THERE ARE AN INSUFFICIENT NUMBER OF SHARES TO SATISFY THE
OVER-SUBSCRIPTION REQUESTS?
A: If there are an insufficient number of shares of our common stock
available to fully satisfy the over-subscription requests of rights
holders, subscription rights holders who exercised their
over-subscription privilege will receive the available shares pro rata
based on the number of shares each subscription rights holder
subscribed for under the basic subscription privilege. Any excess
subscription payments will be returned, without interest or deduction,
promptly after the expiration of this rights offering.
Q: WHAT DOES AFG PLAN TO DO IN THE RIGHTS OFFERING?
4
A: AFG, the beneficial owner of approximately 82% of our common stock, has
committed to exercising its basic subscription privilege in full and
will purchase approximately 3.5 million shares in the rights offering.
AFG has also agreed not to exercise its over-subscription privilege.
In addition, S. Craig Lindner, our Chief Executive Officer, the
beneficial owner of approximately 120,000 shares of our common stock,
has committed to exercising his basic subscription privilege in full
and will purchase approximately 12,000 shares in the offering. S. Craig
Lindner has also agreed not to exercise his over-subscription
privilege.
Q: WHAT WILL THE STANDBY PURCHASER PURCHASE IN THIS OFFERING?
A: Carl H. Lindner, Jr., our Chairman of the Board, has agreed, as standby
purchaser, to purchase 100% of the shares that are not subscribed for
in the rights offering by our stockholders at the rights offering price
of $14.00 per share on a standby purchase commitment basis. If all
rights are exercised under the basic subscription and over-subscription
privileges, the standby purchaser will not purchase any shares in the
offering except the 610 shares that he will purchase pursuant to his
exercise of his basic subscription privilege as our stockholder. Mr.
Lindner also serves as Chairman of the Board of AFG.
Q: WHY ARE YOU ENGAGING IN THIS RIGHTS OFFERING?
A: Our board of directors has determined that we should raise additional
capital to support our business operations. The board of directors
views this rights offering as beneficial to all our stockholders
because it gives each stockholder the right to purchase additional
shares of our common stock based on each stockholder's current
ownership percentage.
Q: WHAT HAPPENS IF I CHOOSE NOT TO EXERCISE MY SUBSCRIPTION RIGHTS?
A: You will retain your current number of shares of common stock even if
you do not exercise your subscription rights. However, if you do not
exercise your subscription privileges, the percentage of our common
stock that you own will decrease, and your voting and other rights will
be diluted.
Q: CAN YOUR BOARD OF DIRECTORS CANCEL THIS RIGHTS OFFERING?
A: Yes. Our board of directors may decide to cancel this rights offering
at any time prior to the expiration of the rights offering and for any
reason. If we cancel this rights offering, any money received from
subscribing stockholders will be refunded promptly, without interest or
deduction.
Q: WHEN WILL THIS RIGHTS OFFERING EXPIRE?
A: The subscription rights will expire, if not exercised, at 5:00 p.m.,
Eastern time, on September 22, 2003, unless we decide to extend this
rights offering until some later time. See "The Rights
Offering--Expiration of the Rights Offering and Extensions and
Termination." The subscription agent must actually receive all required
documents and payments before that time and date.
Q: HOW DO I EXERCISE MY SUBSCRIPTION RIGHTS?
A: You may exercise your subscription rights by properly completing and
signing your subscription rights certificate. Your subscription rights
certificate, together with full payment of the subscription price, must
be received by the subscription agent on or prior to the expiration
date of this rights offering. If you use the mail, we recommend that
you use insured, registered mail,
5
return receipt requested. If you cannot deliver your subscription
rights certificate to the subscription agent on time, you may follow
the guaranteed delivery procedures described under "The Rights
Offering--Guaranteed Delivery Procedures."
Q: MAY I TRANSFER OR SELL MY SUBSCRIPTION RIGHTS IF I DO NOT WANT TO
PURCHASE ANY SHARES?
A: Yes. The subscription rights will be evidenced by transferable
subscription rights certificates. The subscription rights are
transferable until the close of business on the last trading day
preceding the expiration date of this rights offering. However, the
subscription agent will only facilitate subdivisions or transfers of
the actual subscription rights certificates until 5:00 p.m., Eastern
time, on September 17, 2003, three business days prior to the rights
offering expiration date. Furthermore, the subscription rights are a
new issue of securities with no established trading market and we
cannot assure you that a market for the subscription rights will
develop, or if a market does develop, how liquid it will be. Therefore,
we cannot assure you that you will be able to sell any of your
subscription rights. See "The Rights Offering--Method of Transferring
and Selling Subscription Rights."
Q HOW MAY I SELL MY SUBSCRIPTION RIGHTS?
A: You may sell your subscription rights by contacting your broker or the
institution through which you hold your common stock.
Q: WILL I BE ABLE TO TRADE MY SUBSCRIPTION RIGHTS ON THE NEW YORK STOCK
EXCHANGE?
A: Yes. We anticipate that the subscription rights will be listed for
trading on the New York Stock Exchange, or NYSE, under the symbol "GFR
RT" and the subscription rights may be purchased or sold until the
close of business on the last trading day preceding the expiration
date of this rights offering.
Our common stock is listed on the NYSE. On August 20, 2003, the last
trading day before the date of this prospectus, the closing price of
our common stock on the NYSE was $14.27 per share.
Q: WHAT SHOULD I DO IF I WANT TO PARTICIPATE IN THIS RIGHTS OFFERING OR
SELL MY SUBSCRIPTION RIGHTS BUT MY SHARES ARE HELD IN THE NAME OF MY
BROKER, CUSTODIAN BANK OR OTHER NOMINEE?
A: If you hold shares of our common stock through a broker, custodian bank
or other nominee, we will ask your broker, custodian bank or other
nominee to notify you of this rights offering. If you wish to sell or
exercise your subscription rights, you will need to have your broker,
custodian bank or other nominee act for you. To indicate your decision,
you should complete and return to your broker, custodian bank or other
nominee the form entitled "Beneficial Owner Election Form." You should
receive this form from your broker, custodian bank or other nominee
with the other rights offering materials. You should contact your
broker, custodian bank or other nominee if you do not receive this
form, but you believe you are entitled to participate in this rights
offering.
Q: WHAT SHOULD I DO IF I WANT TO PARTICIPATE IN THIS RIGHTS OFFERING OR
SELL MY SUBSCRIPTION RIGHTS, BUT I AM A STOCKHOLDER WITH A FOREIGN
ADDRESS OR A STOCKHOLDER WITH AN APO OR FPO ADDRESS?
A: The subscription agent will not mail subscription rights certificates
to you if you are a stockholder of record as of the rights offering
record date with an address outside the U.S. or with an Army
6
Post Office or a Fleet Post Office address. To exercise your
subscription rights, you must notify the subscription agent on or prior
to 11:00 a.m., Eastern time, on September 17, 2003 and establish to the
satisfaction of the subscription agent that you are permitted to
exercise your subscription rights under applicable law. In addition,
you must take all other steps that are necessary to exercise your
subscription rights, on or prior to the date required for participation
in this rights offering.
Q: WILL I BE CHARGED A SALES COMMISSION OR A FEE IF I EXERCISE MY
SUBSCRIPTION RIGHTS?
A: We will not charge a brokerage commission or a fee to subscription
rights holders for exercising their subscription rights. However, if
you exercise your subscription rights through a broker, custodian bank
or nominee, you will be responsible for any fees charged by your
broker, custodian bank or nominee. If you sell your subscription
rights, you will be responsible for any commissions, taxes or brokers
fees arising from any such sale.
Q: ARE THERE ANY CONDITIONS TO MY RIGHT TO EXERCISE MY SUBSCRIPTION
RIGHTS?
A: Yes. This rights offering is subject to certain limited conditions.
Please see "The Rights Offering--Conditions to the Rights Offering."
Q: WHAT IS THE RECOMMENDATION OF YOUR BOARD OF DIRECTORS REGARDING THIS
RIGHTS OFFERING?
A: Our board of directors is not making any recommendation as to whether
or not you should exercise or sell your subscription rights. You are
urged to make your decision based on your own assessment of this rights
offering and after considering all of the information in this
prospectus, including the "Risk Factors" section of this prospectus and
all of the information incorporated by reference in this prospectus.
You should not view AFG's agreement to exercise its basic subscription
privilege in full, S. Craig Lindner's agreement to exercise his basic
subscription privilege in full or Carl H. Lindner, Jr.'s standby
purchase agreement as a recommendation or other indication that the
exercise or sale of your subscription rights is in your best interests.
Q: HOW WAS THE $14.00 PER SHARE SUBSCRIPTION PRICE ESTABLISHED?
A: The subscription price was based on the trading price of our common
stock at the time this offer was originally made less a small discount.
The discount is designed to reflect the underwriting commission we
would expect to pay if we issued shares of our common stock in a public
offering utilizing the services of an investment banker.
Q: IS EXERCISING MY SUBSCRIPTION RIGHTS RISKY?
A: The exercise of your subscription rights involves risks. Exercising
your subscription rights means buying additional shares of our common
stock and should be considered as carefully as you would consider any
other equity investment. You should carefully consider the information
under the heading "Risk Factors" and all other information included or
incorporated by reference in this prospectus before deciding to
exercise or sell your subscription rights.
Q: AM I REQUIRED TO SUBSCRIBE IN THIS RIGHTS OFFERING?
A: No.
Q: AFTER I EXERCISE MY SUBSCRIPTION RIGHTS, CAN I CHANGE MY MIND AND
CANCEL MY PURCHASE?
7
A: No. Once you send in your subscription rights certificate and payment,
you cannot revoke the exercise of your subscription rights, even if the
market price of our common stock is below the $14.00 per share
subscription price. You should not exercise your subscription rights
unless you are certain that you wish to purchase additional shares of
our common stock at a price of $14.00 per share.
Q: WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF EXERCISING MY
SUBSCRIPTION RIGHTS?
A: A holder should not recognize income or loss for federal income tax
purposes in connection with the receipt or exercise of subscription
rights in this rights offering. However, you should consult with your
own financial and tax advisor. See "United States Federal Income Tax
Consequences."
Q: IF THIS RIGHTS OFFERING IS NOT COMPLETED, WILL MY SUBSCRIPTION PAYMENT
BE REFUNDED TO ME?
A: Yes. The subscription agent will hold all funds it receives in escrow
until completion of this rights offering. If this rights offering is
not completed, the subscription agent will return promptly, without
interest or deduction, all subscription payments.
Q: HOW WILL THIS RIGHTS OFFERING AFFECT AFG'S OWNERSHIP OF OUR COMMON
STOCK?
A: As of the date of this prospectus, AFG beneficially owns approximately
82% of our common stock. AFG has indicated that it will exercise its
basic subscription privilege in full but will not exercise its
over-subscription privilege. Because the standby purchaser will
purchase all shares not subscribed for in the rights offering, AFG will
continue to own approximately 82% of our common stock after the rights
offering.
Q: IF I EXERCISE MY SUBSCRIPTION RIGHTS, WHEN WILL I RECEIVE SHARES OF
COMMON STOCK PURCHASED IN THIS RIGHTS OFFERING?
A: We will deliver to the recordholders who purchase shares in this rights
offering certificates representing the shares of our common stock
purchased as soon as practicable after the expiration date of this
rights offering and after all pro rata allocations and adjustments have
been completed. We will not be able to calculate the number of shares
to be issued to each exercising holder until 5:00 p.m., Eastern time,
on the third business day after the expiration date of this rights
offering, which is the latest time by which subscription rights
certificates may be delivered to the subscription agent under the
guaranteed delivery procedures described under "The Rights
Offering--Guaranteed Delivery Procedures."
Q: WHO IS THE SUBSCRIPTION AGENT FOR THIS RIGHTS OFFERING?
A: The subscription agent is Securities Transfer Company. The address for
delivery to the subscription agent is as follows:
By mail, hand delivery or overnight courier to:
Securities Transfer Company
One East Fourth Street
12th Floor
Cincinnati, Ohio 45202
8
Your delivery to an address or other than by the methods set forth
above will not constitute valid delivery. You may call the subscription
agent at (800) 368-3417.
Q: WHAT SHOULD I DO IF I HAVE OTHER QUESTIONS?
A: If you have questions or need assistance, please contact Securities
Transfer Company, the subscription agent for this rights offering, at
the telephone number set forth above. For a more complete description
of this rights offering, see "The Rights Offering" section included
elsewhere in this prospectus.
9
RISK FACTORS
An investment in our common stock involves risks. You should carefully
consider the following factors and all of the information contained elsewhere in
this prospectus and in the documents incorporated by reference herein before
deciding to exercise or sell your subscription rights.
RISKS RELATED TO THE COMPANY
AS A HOLDING COMPANY, WE ARE DEPENDENT ON THE RESULTS OF OPERATIONS OF OUR
INSURANCE COMPANY SUBSIDIARIES TO MEET OUR OBLIGATIONS AND PAY FUTURE DIVIDENDS.
We are a holding company and a legal entity separate and distinct from
our insurance company subsidiaries. As a holding company without significant
operations of our own, our principal sources of funds are dividends and other
distributions from our insurance company subsidiaries. State insurance laws
limit the ability of our insurance companies to pay dividends and require our
insurance companies to maintain specified levels of statutory capital and
surplus. Some states require that we give notice to the relevant state insurance
commissioner prior to our insurance subsidiaries declaring any dividends and
distributions payable to us. During the notice period, the state insurance
commissioner may disallow all or part of the proposed dividend if it determines
that the insurer's surplus as regards policyholders is not reasonable in
relation to the insurer's liabilities and adequate to its financial needs. In
addition, for competitive reasons, our insurance companies need to maintain
financial strength ratings which requires us to sustain capital levels in those
subsidiaries. These restrictions affect the ability of our insurance company
subsidiaries to pay dividends and use their capital in other ways. Our rights to
participate in any distribution of assets of our insurance company subsidiaries
are subject to prior claims of policyholders and creditors (except to the extent
that our rights, if any, as a creditor are recognized). Consequently, our
ability to pay debts, expenses and cash dividends to our stockholders may be
limited.
WE ARE SUBJECT TO COMPREHENSIVE REGULATION, AND OUR ABILITY TO EARN PROFITS MAY
BE RESTRICTED BY THESE REGULATIONS.
We are subject to comprehensive regulation by government agencies in
the states where our insurance company subsidiaries are domiciled and where
these subsidiaries issue policies and handle claims, and we must obtain prior
approval for certain corporate actions. We must comply with regulations
involving:
- the payment of dividends;
- the acquisition or disposition of an insurance company or of
any company controlling an insurance company;
- approval or filing of premium rates and policy forms;
- minimum amounts of capital and surplus that must be
maintained;
- limitations on types and amounts of investments;
- limitation of the right to cancel or non-renew policies;
- regulation of the right to withdraw from markets or terminate
involvement with agencies;
- licensing of insurers and agents;
10
- reporting with respect to financial condition; and
- transactions between an insurance company and any of its
affiliates.
In addition, state insurance department examiners perform periodic
financial and market conduct examinations of insurance companies. Such
regulation is generally intended for the protection of policyholders rather than
securityholders.
There can be no assurance that existing insurance-related laws and
regulations will not become more restrictive in the future or that new
restrictive laws will not be enacted and, therefore, it is not possible to
predict the potential effects of these laws and regulations on us.
INTENSE COMPETITION COULD ADVERSELY AFFECT OUR PROFITABILITY.
We face significant competition from major U.S. and non-U.S.
reinsurers, many of which are well established and have substantially greater
financial, marketing, and management resources than we do. Our insurance
companies compete with other insurers and financial institutions based on many
factors, including ratings, financial strength, reputation, service to
policyholders and agents, product design (including interest rates credited and
premium rates charged) and commissions. No single insurer dominates the markets
in which we compete. Competitors include individual insurers and insurance
groups, mutual funds and other financial institutions. Our insurance companies
also compete for retirement savings with a variety of financial institutions
offering a full range of financial services. Financial institutions have
demonstrated a growing interest in marketing investment and savings products
other than traditional deposit accounts.
OUR FAILURE TO MAINTAIN A COMMERCIALLY ACCEPTABLE FINANCIAL STRENGTH RATING
WOULD SIGNIFICANTLY AND NEGATIVELY AFFECT OUR ABILITY TO COMPETE SUCCESSFULLY.
Financial strength ratings are an important factor in establishing the
competitive position of insurance companies and may be expected to have an
effect on an insurance company's sales. A.M. Best has currently assigned our
insurance companies ratings of "A (Excellent)" and "A- (Excellent)." According
to A.M. Best, "A" and "A-" ratings are assigned to insurers which have, on
balance, excellent balance sheet strength, operating performance and business
profile when compared to the standards established by A.M. Best and, in A.M.
Best's opinion, have a strong ability to meet their ongoing obligations to
policyholders. A.M. Best bases its ratings on factors that concern policyholders
and not upon factors concerning investor protection. Such ratings are subject to
change and are not recommendations to buy, sell or hold securities. There can be
no assurance that our rating or future changes to our rating will not affect our
competitive position.
ADVERSE SECURITIES MARKET CONDITIONS CAN HAVE SIGNIFICANT AND NEGATIVE EFFECTS
ON OUR INVESTMENT PORTFOLIO.
Our results of operations depend in part on the performance of our
invested assets. As of June 30, 2003, 92% of our investment portfolio was
invested in fixed maturity securities and 1% in equity securities. Certain risks
are inherent in connection with fixed maturity securities including loss upon
default and price volatility in reaction to changes in interest rates and
general market factors. An increase in interest rates lowers prices on fixed
maturity securities, and any sales we make during a period of increasing
interest rates may result in losses. If interest rates decrease, investment
income earned from future investments in fixed maturity securities will decrease
if interest rates decrease.
11
WE COULD BE FORCED TO SELL INVESTMENTS AT A LOSS TO COVER POLICYHOLDER
WITHDRAWALS.
Some of our products allow policyholders to withdraw their funds under
certain circumstances. We seek to manage our investment portfolio so as to
provide and maintain sufficient liquidity to support anticipated withdrawal
demands. Unanticipated withdrawal or surrender activity may, under some
circumstances, require us to dispose of assets on unfavorable terms, which could
have an adverse affect on our business.
CHANGES IN UNITED STATES TAX LAWS OR AN EXTENDED ECONOMIC SLUMP COULD NEGATIVELY
AFFECT THE MARKET FOR OUR PRODUCTS.
The market for annuities and many life insurance products in the United
States is based in part on the favorable tax treatment such products receive
relative to certain other investment alternatives. Any material change in such
tax treatment would have an adverse affect on the market for such products. In
addition, many life insurance products are used to reduce federal estate tax
obligations. The United States Congress has recently adopted legislation that
eliminates federal estate tax over a ten-year period. Under this legislation,
the demand for life insurance products could be reduced, which, in turn could
adversely affect our business.
A prolonged general economic downturn or a prolonged downturn in the
equity and other capital markets could adversely affect the market for many
annuity and life insurance products. Adverse developments in the market for
annuities or life insurance would have an adverse affect on our business.
WE RELY UPON INDEPENDENT AGENTS TO WRITE OUR INSURANCE POLICIES, AND IF WE ARE
NOT ABLE TO ATTRACT AND RETAIN INDEPENDENT AGENTS, OUR REVENUES COULD BE
NEGATIVELY AFFECTED.
Our reliance on the independent agency market makes us vulnerable to a
reduction in the amount of business written by agents. Many of our competitors,
like us, rely significantly on the independent agency market. Accordingly, we
must compete with other insurance carriers for independent agents' business.
Some of our competitors offer a larger variety of products, lower price for
insurance coverage or higher commissions. While we believe that the products,
pricing, commissions and services we offer are competitive, if we were not able
to continue to attract and retain independent agents to sell our products,in
which case, our business could be negatively affected.
CERTAIN SHAREHOLDERS EXERCISE SUBSTANTIAL CONTROL OVER OUR AFFAIRS.
As the beneficial owner of approximately 82% of the our common stock,
AFG controls us and has the ability to approve any corporate action requiring
stockholder approval, including the election of our entire board of directors,
amendments to our Certificate of Incorporation and extraordinary corporate
transactions such as mergers, consolidations and sale of all or substantially
all of our assets. Accordingly, AFG controls our policy decisions.
THE PRICE OF OUR RIGHTS AND COMMON STOCK MAY FLUCTUATE SIGNIFICANTLY, WHICH MAY
MAKE IT DIFFICULT FOR YOU TO RESELL THE RIGHTS OR COMMON STOCK ISSUABLE UPON
EXERCISE OF THE RIGHTS, WHEN YOU WANT OR AT A PRICE YOU FIND ATTRACTIVE.
The price of our common stock as listed on the New York Stock Exchange
constantly changes. We expect that market price of our common stock will
continue to fluctuate. Because the rights are exercisable into our common stock,
volatility or depressed prices for our common stock could have a similar effect
on the trading price of the rights. Holders who have received common stock upon
exercise will also be subject to the risk of volatility and depressed prices.
12
Our common stock price can fluctuate as a result of a variety of
factors, many of which are beyond our control. These factors include:
- actual or anticipated variations in our quarterly operating
results;
- actual or anticipated changes in the dividends we pay on our
common stock;
- recommendations by securities analysts;
- significant acquisitions or business combinations, strategic
partnerships, joint ventures or capital commitments by or
involving us or our competitors;
- operating and stock price performance of other companies that
investors deem comparable to us;
- news reports relating to trends, concerns and other issues in
our industry; and
- geopolitical conditions such as acts or threats of terrorism
or military conflicts.
RISKS RELATED TO THE RIGHTS OFFERING
STOCKHOLDERS WHO DO NOT FULLY EXERCISE THEIR SUBSCRIPTION RIGHTS WILL HAVE THEIR
INTERESTS DILUTED BY AFG, THOSE OTHER STOCKHOLDERS WHO DO EXERCISE THEIR
SUBSCRIPTION RIGHTS AND POSSIBLY THE STANDBY PURCHASER.
If you choose not to exercise your basic subscription right in full,
your relative ownership interest in us will be diluted. This rights offering
will result in our issuance of approximately 4,350,000 shares of our common
stock. If no subscription rights holders other than AFG exercise their
subscription rights in this rights offering, we will issue approximately 3.6
million shares to AFG, which will keep its percentage ownership of our common
stock at 82%, and 800,000 shares to the standby purchaser, who will increase
his direct ownership percentage to 1.8%. Subscription rights holders who do not
exercise or sell their subscription rights will lose any value in their
subscription rights.
THE SUBSCRIPTION PRICE DETERMINED FOR THIS RIGHTS OFFERING MAY NOT BE AN
INDICATION OF OUR VALUE.
While the subscription price was based on the market price at the
commencement of this rights offering, this may not necessarily be indicative of
its true value. We did not utilize the services of an investment banker or other
type of appraiser in establishing the subscription price. You should not
consider the subscription price as an indication of the value of our common
stock. After the date of this prospectus, our common stock may trade at prices
above or below the subscription price.
YOU MAY NOT REVOKE YOUR SUBSCRIPTION EXERCISE AND COULD BE COMMITTED TO BUYING
SHARES ABOVE THE PREVAILING MARKET PRICE.
Once you exercise your subscription rights, you may not revoke the
exercise. The public trading market price of our common stock may decline before
the subscription rights expire. If you exercise your subscription rights and,
afterwards, the public trading market price of our common stock decreases below
the subscription price, you will have committed to buying shares of our common
stock at a price above the prevailing market price. Our common stock is traded
on the NYSE under the symbol "GFR" and the last reported sales price of our
common stock on the NYSE on August 20, 2003 was $14.27 per share.
13
Moreover, you may be unable to sell your shares of common stock at a price equal
to or greater than the subscription price you paid for such shares.
IF WE CANCEL THIS RIGHTS OFFERING, NEITHER WE NOR THE SUBSCRIPTION AGENT WILL
HAVE ANY OBLIGATION TO YOU EXCEPT TO RETURN YOUR SUBSCRIPTION PAYMENTS.
If we elect to withdraw or terminate this rights offering, neither we
nor the subscription agent will have any obligation with respect to the
subscription rights except to return, without interest or deduction, any
subscription payments we or the subscription agent received from you.
IF YOU DO NOT ACT PROMPTLY AND FOLLOW SUBSCRIPTION INSTRUCTIONS, YOUR EXERCISE
OF SUBSCRIPTION RIGHTS MAY BE REJECTED.
Stockholders who desire to purchase shares in this rights offering must
act promptly to ensure that all required forms and payments are actually
received by the subscription agent prior to the expiration date of this rights
offering. If you are a beneficial owner of shares, you must act promptly to
ensure that your broker, custodian bank or other nominee acts for you and that
all required forms and payments are actually received by the subscription agent
prior to the expiration date. We shall not be responsible if your broker,
custodian or nominee fails to ensure that all required forms and payments are
actually received by the subscription agent prior to the expiration date of this
rights offering. If you fail to complete and sign the required subscription
forms, send an incorrect payment amount, or otherwise fail to follow the
subscription procedures that apply to your exercise in this rights offering, the
subscription agent may, depending on the circumstances, reject your subscription
or accept it only to the extent of the payment received. Neither we nor our
subscription agent undertakes to contact you concerning an incomplete or
incorrect subscription form or payment, nor are we under any obligation to
correct such forms or payment. We have the sole discretion to determine whether
a subscription exercise properly follows the subscription procedures.
NO PRIOR MARKET EXISTS FOR THE SUBSCRIPTION RIGHTS.
The subscription rights are a new issue of securities with no
established trading market and we cannot assure you that a market for the
subscription rights will develop or, if a market does develop, as to how liquid
it will be. The subscription rights are transferable until the close of business
on the last trading day prior to the expiration date of this rights offering, at
which time they will cease to have any value. If you wish to sell your
subscription rights or the subscription agent tries to sell subscription rights
on your behalf in accordance with the procedures discussed in this prospectus
but such rights cannot be sold, and either you subsequently provide the
subscription agent with instructions to exercise the subscription rights and
your instructions are not timely received by the subscription agent or you do
not provide any instructions to exercise your subscription rights, then the
subscription rights will expire and will have no further value.
IF YOU MAKE PAYMENT OF THE SUBSCRIPTION PRICE BY PERSONAL CHECK, YOUR CHECK MAY
NOT HAVE CLEARED IN SUFFICIENT TIME TO ENABLE YOU TO PURCHASE SHARES IN THIS
RIGHTS OFFERING.
Any personal check used to pay for shares to be issued in this rights
offering must clear prior to the expiration date of this rights offering, and
the clearing process may require five or more business days. If you choose to
exercise your subscription rights, in whole or in part, and to pay for shares by
personal check and your check has not cleared prior to the expiration date of
this rights offering, you will not have satisfied the conditions to exercise
your subscription rights and will not receive the shares you attempted to
purchase and you will lose the value of your subscription rights.
14
FORWARD-LOOKING STATEMENTS
This prospectus and the documents "incorporated by reference" contain
forward looking statements that are subject to numerous assumptions, risks or
uncertainties. The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements. Some of the forward-looking
statements can be identified by the use of forward-looking words such as
"believes", "could", "expects", "may", "will", "should", "seeks", "intends",
"plans", "estimates", "anticipates" or the negative version of those words or
other comparable terminology. Examples of such forward-looking statements relate
to: expectations concerning market and other conditions and their effect on
future premiums, revenues, earning and investment activities; recoverability of
asset values; the adequacy of reserves for environmental pollution and expected
expense savings resulting from recent initiatives.
Actual results could differ materially from those contained in or
implied by such forward-looking statements for a variety of factors including:
- changes in economic conditions, including interest rates,
performance of securities markets, and the availability of
capital;
- trends in mortality and morbidity;
- regulatory actions;
- changes in legal environment;
- tax law changes;
- availability of reinsurance and ability of reinsurers to pay
their obligations;
- competitive pressures; and
- changes in debt and claims paying ratings.
Forward-looking statements speak only as of the date made. We do not
have any obligation to update any forward-looking statements to reflect
subsequent events or circumstances.
THE RIGHTS OFFERING
This section should be read in conjunction with "Instructions as to Use
of Rights Certificates" attached to this prospectus as Annex A.
REASONS FOR THE RIGHTS OFFERING
Our board of directors has determined that we should raise additional
capital to support our business operations. The board of directors views this
rights offering as beneficial to all our stockholders because it gives each
stockholder the right to purchase additional shares of our common stock based on
each stockholder's current ownership percentage.
THE RIGHTS
We will distribute to each holder of our common stock who is a record
holder of our common stock on the rights offering record date, which is 5:00
p.m., Eastern time, on August 22, 2003, at no charge, one transferable
subscription right for each 10 shares of common stock owned, for a total of
15
approximately 4,350,000 subscription rights. The subscription rights will be
evidenced by transferable subscription rights certificates. Each subscription
right will allow you to purchase one share of our common stock at a price of
$14.00. If you elect to exercise your basic subscription privilege in full, you
may also subscribe, at the subscription price, for additional shares of our
common stock under your over-subscription privilege to the extent that other
rights holders do not exercise their basic subscription privileges in full. If a
sufficient number of shares of our common stock is unavailable to fully satisfy
the over-subscription privilege requests, the available shares of common stock
will be sold pro rata among subscription rights holders who exercised their
over-subscription privilege based on the number of shares each subscription
rights holder subscribed for under the basic subscription privilege. AFG has
committed to exercising its basic subscription privilege in full but has agreed
not to exercise its over-subscription privilege in order to enhance the
over-subscription privileges of our other common stockholders. In addition, S.
Craig Lindner, our Chief Executive Officer, the beneficially owner of
approximately 120,000 shares of our common stock, has committed to exercising
his basic subscription privilege in full and will purchase approximately 12,000
shares in the offering but has also agreed not to exercise his over-subscription
privilege. We have not engaged an underwriter in connection with this rights
offering.
NO FRACTIONAL RIGHTS
We will not issue fractional subscription rights or cash in lieu of
fractional subscription rights. Fractional subscription rights will be rounded
up to the nearest whole number so that all stockholders will receive at least
one right.
You may request that the subscription agent divide your subscription
rights certificate into transferable parts, for instance, if you are the record
holder for a number of beneficial holders of our common stock. However, the
subscription agent will not divide your subscription rights certificate so that
you would receive any fractional subscription rights. The subscription agent
will only facilitate subdivisions or transfers of subscription rights
certificates until 5:00 p.m., Eastern time, on September 17, 2003, three
business days prior to the expiration date.
EXPIRATION OF THE RIGHTS OFFERING AND EXTENSIONS, AMENDMENTS AND TERMINATION
You may exercise your subscription rights at any time before 5:00 p.m.,
Eastern time, on September 22, 2003, the expiration date for this rights
offering. We may, in our sole discretion, extend the time for exercising the
subscription rights. If the commencement of this rights offering is delayed for
a period of time, the expiration date of this rights offering will be similarly
extended.
We will extend the duration of the rights offering as required by
applicable law, and may choose to extend it if we decide that changes in the
market price of our common stock warrant an extension or if we decide to give
investors more time to exercise their subscription rights in this rights
offering. We may extend the expiration date of this rights offering by giving
oral or written notice to the subscription agent on or before the scheduled
expiration date. If we elect to extend the expiration of this rights offering,
we will issue a press release announcing such extension no later than 9:00 a.m.,
Eastern time, on the next business day after the most recently announced
expiration date.
We reserve the right, in our sole discretion, to amend or modify the
terms of this rights offering.
If you do not exercise your subscription rights before the expiration
date of this rights offering, your unexercised subscription rights will be null
and void and will have no value. We will not be obligated to honor your exercise
of subscription rights if the subscription agent receives the documents relating
to your exercise after this rights offering expires, regardless of when you
transmitted the
16
documents, except if you have timely transmitted the documents under the
guaranteed delivery procedures described below.
SUBSCRIPTION PRIVILEGES
Your subscription rights entitle you to a basic subscription privilege
and an over-subscription privilege.
Basic Subscription Privilege
With your basic subscription privilege, you may purchase one share of
our common stock per subscription right, upon delivery of the required documents
and payment of the subscription price of $14.00 per share. You are not required
to exercise all of your subscription rights unless you wish to purchase shares
under your over-subscription privilege. We will deliver to the recordholders who
purchase shares in this rights offering certificates representing the shares
purchased with a holder's basic subscription privilege as soon as practicable
after this rights offering has expired.
Over-Subscription Privilege
In addition to your basic subscription privilege, you may subscribe for
additional shares of our common stock, upon delivery of the required documents
and payment of the subscription price of $14.00 per share, before the expiration
of this rights offering. You may only exercise your over-subscription privilege
if you exercised your basic subscription privilege in full and other holders of
subscription rights (except AFG and S. Craig Lindner, which have committed to
exercising its basic subscription rights in full) do not exercise their basic
subscription privileges in full.
Pro Rata Allocation
If there are not enough shares of our common stock to satisfy all
subscriptions made under the over-subscription privilege, we will allocate the
remaining shares of our common stock pro rata, after eliminating all fractional
shares, among those over-subscribing rights holders. "Pro rata" means in
proportion to the number of shares of our common stock that you and the other
subscription rights holders have purchased by exercising your basic subscription
privileges. If there is a pro rata allocation of the remaining shares of our
common stock and you receive an allocation of a greater number of shares than
you subscribed for under your over-subscription privilege, then we will allocate
to you only the number of shares for which you subscribed. We will allocate the
remaining shares among all other holders exercising their over-subscription
privileges.
Full Exercise of Basic Subscription Privilege
You may exercise your over-subscription privilege only if you exercise
your basic subscription privilege in full. To determine if you have fully
exercised your basic subscription privilege, we will consider only the basic
subscription privileges held by you in the same capacity. For example, suppose
that you were granted subscription rights for shares of our common stock that
you own individually and shares of our common stock that you own collectively
with your spouse. If you wish to exercise your over-subscription privilege with
respect to the subscription rights you own individually, but not with respect to
the subscription rights you own collectively with your spouse, you only need to
fully exercise your basic subscription privilege with respect to your
individually owned subscription rights. You do not have to subscribe for any
shares under the basic subscription privilege owned collectively with your
spouse to exercise your individual over-subscription privilege.
17
When you complete the portion of your subscription rights certificate
to exercise your over-subscription privilege, you will be representing and
certifying that you have fully exercised your subscription privileges as to
shares of our common stock that you hold in that capacity. You must exercise
your over-subscription privilege at the same time you exercise your basic
subscription privilege in full.
Return of Excess Payment
If you exercised your over-subscription privilege and are allocated
less than all of the shares of our common stock for which you subscribed, your
excess payment for shares that were not allocated to you will be returned to you
by mail, without interest or deduction, as soon as practicable after the
expiration date of this rights offering. We will deliver to the recordholders
who purchase shares in this rights offering certificates representing the shares
of our common stock that you purchased as soon as practicable after the
expiration date of this rights offering and after all pro rata allocations and
adjustments have been completed.
STANDBY PURCHASE COMMITMENT
Carl H. Lindner, Jr., our Chairman of the Board, has agreed to act as
standby purchaser in the offering, and, in addition to the 610 basic
subscription rights he will receive as a holder of 6,100 shares of our common
stock, he will purchase any and all shares not purchased by our other
stockholders under the basic subscription privilege or the over-subscription
privilege.
CONDITIONS TO THIS RIGHTS OFFERING
We may terminate this rights offering, in whole or in part, if at any
time before completion of this rights offering there is any judgment, order,
decree, injunction, statute, law or regulation entered, enacted, amended or held
to be applicable to this rights offering that in the sole judgment of our board
of directors would or might make this rights offering or its completion, whether
in whole or in part, illegal or otherwise restrict or prohibit completion of
this rights offering. We may waive any of these conditions and choose to proceed
with this rights offering even if one or more of these events occur. If we
terminate this rights offering, in whole or in part, all affected subscription
rights will expire without value and all subscription payments received by the
subscription agent will be returned promptly, without interest or deduction. See
also "--Cancellation Rights."
METHOD OF SUBSCRIPTION--EXERCISE OF RIGHTS
You may exercise your subscription rights by delivering the following
to the subscription agent, at or prior to 5:00 p.m., Eastern time, on September
22, 2003, the expiration date of this rights offering:
- Your properly completed and executed subscription rights
certificate with any required signature guarantees or other
supplemental documentation; and
- Your full subscription price payment for each share subscribed
for under your subscription privileges.
If you are a beneficial owner of shares of our common stock whose
shares are registered in the name of a broker, custodian bank or other nominee,
you should instruct your broker, custodian bank or other nominee to exercise
your rights and deliver all documents and payment on your behalf prior to 5:00
p.m. Eastern time on September 22, 2003, the expiration date of this rights
offering.
18
Your subscription rights will not be considered exercised unless the
subscription agent receives from you, your broker, custodian or nominee, as the
case may be, all of the required documents and your full subscription price
payment prior to 5:00 p.m., Eastern time, on September 22, 2003, the expiration
date of this rights offering.
METHOD OF PAYMENT
Your payment of the subscription price must be made in U.S. dollars for
the full number of shares of common stock for which you are subscribing by
either:
- check or bank draft drawn upon a U.S. bank or postal,
telegraphic or express money order payable to the subscription
agent; or
- wire transfer of immediately available funds, to the
subscription account maintained by the subscription agent at
The Provident Bank, ABA No. 042000424, Account No. 0267-577.
RECEIPT OF PAYMENT
Your payment will be considered received by the subscription agent only
upon:
- Clearance of any uncertified check;
- Receipt by the subscription agent of any certified check or
bank draft drawn upon a U.S. bank or of any postal,
telegraphic or express money order; or
- Receipt of collected funds in the subscription account
designated above.
CLEARANCE OF UNCERTIFIED CHECKS
If you are paying by uncertified personal check, please note that
uncertified checks may take at least five (5) business days to clear. If you
wish to pay the subscription price by uncertified personal check, we urge you to
make payment sufficiently in advance of the time this rights offering expires to
ensure that your payment is received by the subscription agent and clears by the
rights offering expiration date. We urge you to consider using a certified or
cashier's check, money order or wire transfer of funds to avoid missing the
opportunity to exercise your subscription rights should you decide to exercise
your subscription rights.
DELIVERY OF SUBSCRIPTION MATERIALS AND PAYMENT
You should deliver your subscription rights certificate and payment of
the subscription price or, if applicable, notices of guaranteed delivery, to the
subscription agent by one of the methods described below:
By mail, hand delivery or overnight courier to:
Securities Transfer Company
One East Fourth Street
12th Floor
Cincinnati, Ohio 45202
19
You may call the subscription agent at (800) 368-3417.
Your delivery to an address or by any method other than as set forth
above will not constitute valid delivery.
CALCULATION OF SUBSCRIPTION RIGHTS EXERCISED
If you do not indicate the number of subscription rights being
exercised, or do not forward full payment of the total subscription price
payment for the number of subscription rights that you indicate are being
exercised, then you will be deemed to have exercised your basic subscription
privilege with respect to the maximum number of subscription rights that may be
exercised with the aggregate subscription price payment you delivered to the
subscription agent. If your aggregate subscription price payment is greater than
the amount you owe for your subscription, you will be deemed to have exercised
your over-subscription privilege to purchase the maximum number of shares of our
common stock with your over-payment. If we do not apply your full subscription
price payment to your purchase of shares of our common stock, we or the
subscription agent will return the excess amount to you by mail, without
interest or deduction, as soon as practicable after the expiration date of this
rights offering.
EXERCISING A PORTION OF YOUR SUBSCRIPTION RIGHTS
If you subscribe for fewer than all of the shares of our common stock
represented by your subscription rights certificate, you may request from the
subscription agent a new subscription rights certificate representing your
unused subscription rights and then attempt to sell your unused subscription
rights. See "--Method of Transferring and Selling Subscription Rights."
Alternatively, you may transfer a portion of your subscription rights and
request from the subscription agent a new subscription rights certificate
representing the rights you did not transfer. HOWEVER, THE SUBSCRIPTION AGENT
WILL ONLY FACILITATE SUBDIVISIONS OR TRANSFERS OF SUBSCRIPTION RIGHTS
CERTIFICATES UNTIL 5:00 P.M., EASTERN TIME, ON SEPTEMBER 17, 2003, THREE
BUSINESS DAYS PRIOR TO THE EXPIRATION DATE. All subscription rights must be
exercised prior to the expiration date of this rights offering, or else your
subscription rights will be null and void. We will not issue any subscription
rights certificates for unexercised subscription rights after the rights
offering expiration date.
YOUR FUNDS WILL BE HELD BY THE SUBSCRIPTION AGENT UNTIL SHARES OF OUR COMMON
STOCK ARE ISSUED
The subscription agent will hold your payment of the subscription price
in a segregated account with other payments received from other subscription
rights holders until we issue your shares of our common stock to you upon
consummation of the rights offering.
MEDALLION GUARANTEE MAY BE REQUIRED
Your signature on each subscription rights certificate must be
guaranteed by an eligible institution, such as a member firm of a registered
national securities exchange or a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an office
or correspondent in the U.S., subject to standards and procedures adopted by the
subscription agent, unless:
- Your subscription rights certificate provides that shares are
to be delivered to you as record holder of those subscription
rights; or
- You are an eligible institution.
20
NOTICE TO BENEFICIAL HOLDERS
If you are a broker, a trustee or a depositary for securities who holds
shares of our common stock for the account of others on August 22, 2003, the
rights offering record date, you should notify the respective beneficial owners
of such shares of this rights offering as soon as possible to find out their
intentions with respect to exercising or selling their subscription rights. You
should obtain instructions from the beneficial owner with respect to their
subscription rights, as set forth in the instructions we have provided to you
for your distribution to beneficial owners. If the beneficial owner so
instructs, you should complete the appropriate subscription rights certificates
and submit them to the subscription agent with the proper payment. If you hold
shares of our common stock for the account(s) of more than one beneficial owner,
you may exercise the number of subscription rights to which all such beneficial
owners in the aggregate otherwise would have been entitled had they been direct
record holders of our common stock on the rights offering record date, provided
that you, as a nominee record holder, make a proper showing to the subscription
agent by submitting the form entitled "Nominee Holder Certification" that we
will provide to you with your rights offering materials. If you did not receive
this form, you should contact the subscription agent to request a copy.
BENEFICIAL OWNERS
If you are a beneficial owner of shares of our common stock or will
receive your subscription rights through a broker, custodian bank or other
nominee, we will ask your broker, custodian bank or other nominee to notify you
of this rights offering. If you wish to exercise or sell your subscription
rights, you will need to have your broker, custodian bank or other nominee act
for you. If you hold certificates of our common stock directly and would prefer
to have your broker, custodian bank or other nominee act for you, you should
contact your nominee and request it to effect the transactions for you. To
indicate your decision with respect to your subscription rights, you should
complete and return to your broker, custodian bank or other nominee the form
entitled "Beneficial Owners Election Form." You should receive this form from
your broker, custodian bank or other nominee with the other rights offering
materials. If you wish to obtain a separate subscription rights certificate, you
should contact the nominee as soon as possible and request that a separate
subscription rights certificate be issued to you. You should contact your
broker, custodian bank or other nominee if you do not receive this form, but you
believe you are entitled to participate in this rights offering. We are not
responsible if you do not receive the form from your broker, custodian bank or
nominee or if you receive it without sufficient time to respond.
INSTRUCTIONS FOR COMPLETING YOUR SUBSCRIPTION RIGHTS CERTIFICATE
You should read and follow the instructions accompanying the
subscription rights certificates and attached to this document as Annex A
carefully.
You are responsible for the method of delivery of your subscription
rights certificate(s) with your subscription price payment to the subscription
agent. If you send your subscription rights certificate(s) and subscription
price payment by mail, we recommend that you send them by registered mail,
properly insured, with return receipt requested. You should allow a sufficient
number of days to ensure delivery to the subscription agent prior to the time
this rights offering expires. Because uncertified personal checks may take at
least five (5) business days to clear, you are strongly urged to pay, or arrange
for payment, by means of a certified or cashier's check, money order or wire
transfer of funds.
DETERMINATIONS REGARDING THE EXERCISE OR SALE OF YOUR SUBSCRIPTION RIGHTS
We will decide all questions concerning the timeliness, validity, form
and eligibility of the exercise of your subscription rights and any such
determinations by us will be final and binding. We, in
21
our sole discretion, may waive, in any particular instance, any defect or
irregularity, or permit, in any particular instance, a defect or irregularity to
be corrected within such time as we may determine. We will not be required to
make uniform determinations in all cases. We may reject the exercise or sale of
any of your subscription rights because of any defect or irregularity. We will
not accept any exercise of subscription rights until all irregularities have
been waived by us or cured by you within such time as we decide, in our sole
discretion.
REGULATORY LIMITATION
We will not be required to issue to you shares of our common stock
pursuant to this rights offering if, in our opinion, you would be required to
obtain prior clearance or approval from any state or federal regulatory
authorities to own or control such shares if, at the time this rights offering
expires, you have not obtained such clearance or approval.
GUARANTEED DELIVERY PROCEDURES
If you wish to exercise your subscription rights, but you do not have
sufficient time to deliver the subscription rights certificate evidencing your
subscription rights to the subscription agent on or before the time this rights
offering expires, you may exercise your subscription rights by the following
guaranteed delivery procedures:
- Deliver to the subscription agent on or prior to the rights
offering expiration date your subscription price payment in
full for each share you subscribed for under your subscription
privileges in the manner set forth above in "--Method of
Payment";
- Deliver to the subscription agent on or prior to the
expiration date the form entitled "Notice of Guaranteed
Delivery," substantially in the form provided with the
"Instructions as to Use of Great American Financial Resources,
Inc. Subscription Rights Certificates" distributed with your
subscription rights certificates; and
- Deliver the properly completed subscription rights certificate
evidencing your subscription rights being exercised and the
related nominee holder certification, if applicable, with any
required signature guarantee, to the subscription agent within
three (3) New York Stock Exchange trading days following the
date of your Notice of Guaranteed Delivery.
Your Notice of Guaranteed Delivery must be delivered in substantially
the same form provided with the Instructions as to the Use of Great American
Financial Resources, Inc. Subscription Rights Certificates, which will be
distributed to you with your subscription rights certificate. Your Notice of
Guaranteed Delivery must come from an eligible institution, or other eligible
guarantee institutions that are members of, or participants in, a signature
guarantee program acceptable to the subscription agent.
In your Notice of Guaranteed Delivery, you must state:
- Your name;
- The number of subscription rights represented by your
subscription rights certificates, the number of shares of our
common stock for which you are subscribing under your basic
subscription privilege and the number of shares of our common
stock for which you are subscribing under your
over-subscription privilege, if any; and
22
- Your guarantee that you will deliver to the subscription agent
any subscription rights certificates evidencing the
subscription rights you are exercising within three (3)
business days following the date the subscription agent
receives your Notice of Guaranteed Delivery.
You may deliver your Notice of Guaranteed Delivery to the subscription
agent in the same manner as your subscription rights certificates at the address
set forth above under "--Delivery of Subscription Materials and Payment." You
may alternatively transmit your Notice of Guaranteed Delivery to the
subscription agent by facsimile transmission (Telecopy No.: (513) 287-8270). To
confirm facsimile deliveries, you may call (800) 368-3417.
The subscription agent will send you additional copies of the form of
Notice of Guaranteed Delivery if you request them. Please call Securities
Transfer Company at (800) 368-3417 to request any copies of the form of Notice
of Guaranteed Delivery.
QUESTIONS ABOUT EXERCISING OR SELLING SUBSCRIPTION RIGHTS
If you have any questions or require assistance regarding the method of
exercising or selling your subscription rights or requests for additional copies
of this prospectus, the Instructions as to the Use of Great American Financial
Resources, Inc. Subscription Rights Certificates or the Notice of Guaranteed
Delivery, you should contact the subscription agent at the address and telephone
number set forth above under "Prospectus Summary--Questions and Answers About
the Rights Offering" included elsewhere in this prospectus.
SUBSCRIPTION AGENT
We have appointed Securities Transfer Company to act as subscription
agent. We will pay all fees and expenses of the subscription agent related to
this rights offering and have also agreed to indemnify the subscription agent
from liabilities that they may incur in connection with this rights offering.
NO REVOCATION
Once you have exercised your subscription privileges, you may not
revoke your exercise. Subscription rights not exercised prior to the expiration
date of this rights offering will expire and will have no value.
PROCEDURES FOR DTC PARTICIPANTS
We expect that the exercise of your basic subscription privilege and
your over-subscription privilege may be made through the facilities of the
Depository Trust Company. If your subscription rights are held of record through
DTC, you may exercise your basic subscription privilege and your
over-subscription privilege by instructing DTC to transfer your subscription
rights from your account to the account of the subscription agent, together with
certification as to the aggregate number of subscription rights you are
exercising and the number of shares of our common stock you are subscribing for
under your basic subscription privilege and your over-subscription privilege, if
any, and your subscription price payment for each share of our common stock that
you subscribed for pursuant to your basic subscription privilege and your
over-subscription privilege.
23
SUBSCRIPTION PRICE
The subscription price is $14.00 per share. For more information with
respect to how the subscription price was determined, see "Prospectus
Summary--Questions and Answers About the Rights Offering" included elsewhere in
this prospectus.
FOREIGN AND OTHER STOCKHOLDERS
We will not mail subscription rights certificates to stockholders on
the record date, or to subsequent transferees, whose addresses are outside the
U.S. Instead, we will have the subscription agent hold the subscription rights
certificates for those holders' accounts. As of the record date, these persons
held approximately 850 shares of our common stock. To exercise their
subscription rights, foreign holders must notify the subscription agent before
11:00 a.m., Eastern time, on September 17, 2003, three business days prior to
the expiration date, and must establish to the satisfaction of the subscription
agent that it is permitted to exercise its subscription rights under applicable
law.
METHODS FOR TRANSFERRING AND SELLING SUBSCRIPTION RIGHTS
We anticipate that the subscription rights will be traded on the NYSE
under the symbol "GFR RT." We expect that subscription rights may be purchased
or sold until the close of business on the last trading day preceding the
expiration date. You may sell your subscription rights by contacting your broker
or the institution through which you hold your securities. However, there has
been no prior public market for the subscription rights, and we cannot assure
you that a trading market for the subscription rights will develop or, if a
market develops, that the market will remain available throughout the
subscription period. We also cannot assure you of the price at which the
subscription rights will trade, if at all. If you do not exercise or sell your
subscription rights you will lose any value inherent in the subscription rights.
See "--General Considerations Regarding the Partial Exercise, Transfer or Sale
of Subscription Rights" below.
Transfer of Subscription Rights
You may transfer subscription rights in whole by endorsing the
subscription rights certificate for transfer. Please follow the instructions for
transfer included in the information sent to you with your subscription rights
certificate. If you wish to transfer only a portion of the subscription rights,
you should deliver your properly endorsed subscription rights certificate to the
subscription agent. With your subscription rights certificate, you should
include instructions to register such portion of the subscription rights
evidenced thereby in the name of the transferee (and to issue a new subscription
rights certificate to the transferee evidencing such transferred subscription
rights). You may only transfer whole subscription rights and not fractions of a
subscription right. If there is sufficient time before the expiration of this
rights offering, the subscription agent will send you a new subscription rights
certificate evidencing the balance of your subscription rights that you did not
transfer to the transferee. You may also instruct the subscription agent to send
the subscription rights certificate to one or more additional transferees. If
you wish to sell your remaining subscription rights, you may request that the
subscription agent send you certificates representing your remaining (whole)
subscription rights so that you may sell them through your broker or dealer.
If you wish to transfer all or a portion of your subscription rights,
you should allow a sufficient amount of time prior to the time the subscription
rights expire for the subscription agent to:
- receive and process your transfer instructions; and
24
- issue and transmit a new subscription rights certificate to
your transferee or transferees with respect to transferred
subscription rights, and to you with respect to any
subscription rights you retained.
If you wish to transfer your subscription rights to any person other
than a bank or broker, the signatures on your subscription rights certificate
must be guaranteed by an eligible institution.
General Considerations Regarding the Partial Exercise, Transfer or Sale of
Subscription Rights
The amount of time needed by your transferee to exercise or sell its
subscription rights depends upon the method by which you, as the transferor,
delivers the subscription rights certificates, the method of payment made by
your transferee and the number of transactions that the holder instructs the
subscription agent to effect. You should also allow up to ten business days for
your transferee to exercise or sell the subscription rights that you transferred
to it. Neither we nor the subscription agent will be liable to a transferee or
transferor of subscription rights if subscription rights certificates or any
other required documents are not received in time for exercise or sale prior to
the expiration time.
You will receive a new subscription rights certificate upon a partial
exercise, transfer or sale of subscription rights only if the subscription agent
receives your properly endorsed subscription rights certificate no later than
5:00 p.m., Eastern time, three business days before the expiration date. The
subscription agent will not issue a new subscription rights certificate if your
subscription rights certificate is received after that time and date. If your
instructions and subscription rights certificate are received by the
subscription agent after that time and date, you will not receive a new
subscription rights certificate and therefore will not be able to sell or
exercise your remaining subscription rights.
You are responsible for all commissions, fees and other expenses
(including brokerage commissions and transfer taxes) incurred in connection with
the purchase, sale or exercise of your subscription rights, except that we will
pay any fees of the subscription agent associated with this rights offering. Any
amounts you owe will be deducted from your account.
If you do not exercise or sell your subscription rights before the
expiration date, your subscription rights will expire without value and will no
longer be exercisable.
CANCELLATION RIGHTS
Our board of directors may cancel this rights offering, in whole or in
part, in its sole discretion at any time prior to the time this rights offering
expires for any reason (including a change in the market price of our common
stock). If we cancel this rights offering, any funds you paid to the
subscription agent will be promptly refunded, without interest or deduction.
NO BOARD RECOMMENDATION
An investment in shares of our common stock must be made according to
each investor's evaluation of its own best interests and after considering all
of the information in this prospectus, including the "Risk Factors" section of
this prospectus and all of the information incorporated by reference in this
prospectus. Our board of directors makes no recommendation to subscription
rights holders regarding whether they should exercise or sell their subscription
rights. You should not view AFG's or S. Craig Lindner's commitment to exercise
the basic subscription privilege in full as a recommendation that the exercise
of your subscription rights is in your best interests.
25
EFFECTS OF RIGHTS OFFERING ON STOCK PLAN AND OTHER PLANS
As of June 30, 2003, there were outstanding options to purchase
3,427,461 shares of our common stock issued or committed to be issued pursuant
to stock options granted by us and our affiliates. None of the outstanding
options have antidilution or other provisions of adjustment that will be
triggered by this rights offering. Each outstanding and unexercised option will
remain unchanged and will be exercisable, subject to vesting, if any, for the
same number of shares of our common stock and at the same exercise price as
before this rights offering.
OTHER MATTERS
We are not making this rights offering in any state or other
jurisdiction in which it is unlawful to do so, nor are we distributing or
accepting any offers to purchase any shares of our common stock from
subscription rights holders who are residents of those states or other
jurisdictions or who are otherwise prohibited by federal or state laws or
regulations to accept or exercise the subscription rights. We may delay the
commencement of this rights offering in those states or other jurisdictions, or
change the terms of this rights offering, in whole or in part, in order to
comply with the securities law or other legal requirements of those states or
other jurisdictions. We may decline to make modifications to the terms of this
rights offering requested by those states or other jurisdictions, in which case,
if you are a resident in those states or jurisdictions or if you are otherwise
prohibited by federal or state laws or regulations from accepting or exercising
the subscription rights you will not be eligible to participate in this rights
offering.
DESCRIPTION OF OUR CAPITAL STOCK
GENERAL
Under our Certificate of Incorporation, the total number of shares of
common stock that we may issue is 100,000,000, of which 42,615,616 shares were
issued and outstanding as of August 22, 2003, the record date for this offering.
We also have 25,000,000 shares of preferred stock authorized, none of which are
issued and outstanding. Based on the number of shares of our common stock
outstanding at the record date, a maximum of approximately 4,350,000 shares of
our common stock could be subscribed for by our stockholders in connection with
the rights offering. The terms and conditions of our capital stock are governed
by the laws of Delaware as well as by our Certificate of Incorporation and
Bylaws.
COMMON STOCK
The holders of our common stock are entitled to one vote for each share
on all matters voted on by stockholders, and the holders of such shares will
possess all voting power, except as otherwise required by law or provided in any
resolution adopted by our board of directors with respect to any series of
preferred stock. Stockholders do not have the right to cumulate their votes for
the election of directors.
Subject to any preferential rights of any outstanding series of
preferred stock that may be designated by our board of directors, the holders of
our common stock will be entitled to such dividends as may be declared from time
to time by our board of directors from funds available therefore, and upon
liquidation will be entitled to receive pro rata all of our assets available for
distribution to such holders.
The vote of a majority of the outstanding shares of our common stock is
generally required to amend the Certificate of Incorporation and to approve
certain mergers, reorganizations and similar transactions.
PREFERRED STOCK
26
We have no preferred stock currently outstanding. Our board of
directors is authorized to provide for the issuance of up to 25,000,000 shares
of preferred stock, in one or more series, and to fix for each such series such
voting powers, designations, preferences and relative, participating, optional
and other special rights, and such qualifications, limitations or restrictions,
as are stated in the resolution adopted by the board of directors providing for
the issuance of such series and as are permitted by the Delaware General
Corporation Law.
NO PREEMPTIVE RIGHTS
No holder of any of our stock has any preemptive right to subscribe to
any securities of the Company of any kind or class.
TRANSFER AGENT AND REGISTRAR
We act as transfer agent and registrar for our common stock.
USE OF PROCEEDS
We estimate that the net proceeds from the rights offering will be
approximately $60 million after deducting estimated fees and expenses for the
offering. We will use the proceeds to provide capital to support our operations
and for other corporate purposes.
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary of the principal federal income tax
considerations relevant to holders of common stock upon the issuance of rights
to such holders and upon the exercise or disposition of the rights. This
discussion is based on laws, regulations, rulings and decisions in effect on the
date hereof, all of which are subject to change (possibly with retroactive
effect) and to differing interpretations. This discussion applies only to
holders that are U.S. persons and does not address all aspects of federal income
taxation that may be relevant to holders in light of their particular
circumstances or to holders who may be subject to special tax treatment under
the Internal Revenue Code, including, without limitation, holders of preferred
stock or warrants, holders who are dealers in securities or foreign currency,
foreign persons, insurance companies, tax-exempt organizations, banks, financial
institutions, broker-dealers, holders who hold common stock as part of a hedge,
straddle, conversion or other risk reduction transaction, or who acquired common
stock pursuant to the exercise of compensatory stock options or otherwise as
compensation.
We have not sought, and will not seek, a ruling from the Internal
Revenue Service regarding the federal income tax consequences of this rights
offering or the related share issuance. The following discussion does not
address the tax consequences of this rights offering or the related share
issuance under foreign, state, or local tax laws.
ACCORDINGLY, EACH HOLDER OF COMMON STOCK SHOULD CONSULT ITS TAX ADVISOR
WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THIS RIGHTS OFFERING OR THE
RELATED SHARE ISSUANCE TO SUCH HOLDER.
For U.S. federal income tax purposes, neither the receipt nor the
exercise of the subscription rights will result in taxable income to you.
Moreover, you will not realize a loss if you do not exercise the subscription
rights. The holding period for a share acquired upon exercise of a subscription
right begins with the date of exercise. The basis for determining gain or loss
upon the sale of a share acquired upon the exercise of a subscription right will
be equal to the sum of:
27
- the subscription price per share;
- any servicing fee charged to you by your broker, bank or trust
company; and
- the basis, if any, in the subscription rights that you
exercised.
A gain or loss recognized upon a sale of a share acquired upon the
exercise of a subscription right will be a capital gain or loss assuming the
share is held as a capital asset at the time of sale. This gain or loss will be
a long-term capital gain or loss if the share has been held at the time of sale
for more than one year.
As noted above, your basis in a share issued under the subscription
rights offer includes your basis in the subscription rights underlying that
share. If the aggregate fair market value of the subscription rights at the time
they are distributed is less than 15% of the aggregate fair market value of our
common stock at such time, the basis of the subscription rights issued to you
will be zero unless you elect to allocate a portion of your basis of previously
owned common stock to the subscription rights issued to you in this rights
offering. If the aggregate fair market value of the subscription rights at the
time they are distributed is 15% or more of the aggregate fair market value of
our common stock at such time, or if you elect to allocate a portion of your
basis of previously owned common stock to the subscription rights issued to you
in this offering, then your basis in previously owned common stock will be
allocated between such common stock and the subscription rights based upon the
relative fair market value of such common stock and the subscription rights as
of the date of the distribution of the subscription rights. Thus, if such an
allocation is made and the rights are later exercised, the basis in the common
stock you originally owned will be reduced by an amount equal to the basis
allocated to the subscription rights. An election must be made in a statement
attached to your federal income tax return for the year in which the
subscription rights are distributed. If the subscription rights expire without
exercise, you will realize no loss and no portion of your basis in the common
stock will be allocated to the unexercised subscription rights.
If you sell, exchange or otherwise dispose of subscription rights
received in the rights offering prior to the expiration date, you will recognize
capital gain or loss equal to the difference between (i) the amount of cash and
the fair market value of any property received, and (ii) your tax basis (if any)
in the subscription rights disposed of. Any such capital gain or loss will be
long-term capital gain or loss if your holding period for the subscription
rights exceeds one year at the time of disposition. Your holding period for the
subscription rights received in the rights offering will include your holding
period for the common stock with respect to which the rights were received.
LEGAL MATTERS
The validity and binding effect of the subscription rights and the
validity of the shares of common stock offered pursuant to this rights offering
will be passed upon for us by Keating, Muething & Klekamp, P.L.L., Cincinnati,
Ohio.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedules included in our Annual Report on Form 10-K
for the year ended December 31, 2002, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and schedules are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting an auditing
28
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. These filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at
1-800-732-0330 for further information on the public reference rooms. Our common
stock is listed on the New York Stock Exchange, and you may also inspect any
document at its offices located at 1735 K Street, N.W., Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" the information we file
with the SEC. This means that we can disclose important information to you by
referring you to documents we file with the SEC. The information incorporated by
reference is an important part of this prospectus. Information that we file
later with the SEC will automatically update and supersede information which we
have previously incorporated by reference until we sell all of the securities
described in this prospectus. The following documents are incorporated by
reference in this prospectus:
- Annual Report on Form 10-K for the year ended December 31,
2002;
- Quarterly Reports on Form 10-Q for the quarters ended March
31, 2003 and June 30, 2003; and
- The description of the our common stock contained in the
Registration Statement on Form 10 filed with the SEC under the
Securities Exchange Act of 1934 dated May 22, 1987.
All documents that we file under Section 13(a), 13(e), 14 or 15(d) of
the Securities Exchange Act of 1934 after the date of this prospectus will be
deemed incorporated by reference into this prospectus and to be a part of this
prospectus from the date of filing of the documents. We will deliver to all
participants copies of all reports and other communications distributed to
stockholders.
We will provide you with a copy of any of these documents we are
incorporating by reference at no cost, by writing or telephoning us at the
address or telephone number provided below. Requests should be made to Mark F.
Muething, Executive Vice President, General Counsel and Secretary, Great
American Financial Resources, Inc., 250 East Fifth Street, Cincinnati, Ohio
45202, telephone (513) 333-5515.
29
ANNEX A
GREAT AMERICAN FINANCIAL RESOURCES, INC.
INSTRUCTIONS AS TO USE OF RIGHTS CERTIFICATES
If You Have Any Questions After Reading These Instructions,
Please Consult The Subscription Agent, Or Your Bank Or Broker
The following instructions relate to the rights offering (the "Offering")
by Great American Financial Resources, Inc., a Delaware corporation (the
"Company"), to the holders of its common stock, $1.00 par value per share (the
"Common Stock"), as described in the Company's Prospectus dated August 21, 2003
(the "Prospectus"). Holders of record (the "Record Date Holders") of Common
Stock at the close of business on August 22, 2003 (the "Record Date") are
receiving one transferable subscription right (a "Right") for each 10 shares of
Common Stock held on the Record Date. Rights entitle a holder thereof (the
"Rights Holder") to subscribe for the purchase from the Company of one share of
Common Stock (the "Basic Subscription Privilege") at the subscription price (the
"Subscription Price") of $14.00 per share of Common Stock.
In lieu of fractional Rights, the aggregate number of Rights issued to a
Record Date Holder has been rounded up to the next whole number. An aggregate
number of up to 4,350,000 shares of Common Stock (the "Underlying Shares")
will be sold in connection with the Offering. Subject to the proration described
below, each Right also entitles any Rights Holder exercising the Basic
Subscription Privilege in full to subscribe for additional Underlying Shares
that may be available after satisfaction of all subscriptions pursuant to the
Basic Subscription Privilege (the "Over-subscription Privilege"). Underlying
Shares will be available for purchase pursuant to the Over-subscription
Privilege only to the extent that there are Underlying Shares not subscribed for
through the Basic Subscription Privilege. If the Underlying Shares not
subscribed for through the Basic Subscription Privilege (the "Excess Underlying
Shares") are not sufficient to satisfy all subscriptions pursuant to the
Over-subscription Privilege, the Excess Underlying Shares will be allocated pro
rata (subject to the elimination of fractional shares) among those Rights
Holders exercising the Over-subscription Privilege based on the respective
number of Underlying Shares purchased by such Rights Holders pursuant to the
Basic Subscription Privilege. Any Underlying Shares not purchased pursuant to
the Basic Subscription Privilege or Over-subscription Privilege will be
purchased by the standby purchaser as provided in the Prospectus. The
Subscription Price is payable in cash.
The Rights will expire at 5:00 p.m., Eastern Time, on September 22, 2003
unless extended by the Company (the "Expiration Date"). It is anticipated that
the rights will trade on the New York Stock Exchange (the "NYSE").
The number of Rights to which you are entitled is printed on the face of
your Rights Certificate. You should indicate your decision with regard to the
exercise or transfer of your Rights by completing the appropriate form or forms
on the reverse side of your Rights Certificate and returning the Rights
Certificate to the Subscription Agent.
UNLESS YOU UTILIZE THE GUARANTEED DELIVERY PROCEDURES DESCRIBED BELOW, YOUR
RIGHTS CERTIFICATE AND THE PAYMENT OF THE SUBSCRIPTION PRICE, INCLUDING FINAL
CLEARANCE OF ANY UNCERTIFIED CHECKS, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT
AT OR BEFORE THE EXPIRATION DATE. YOU MAY NOT REVOKE ANY EXERCISE OF A RIGHT.
1. THE SUBSCRIPTION AGENT
The address and telephone and facsimile numbers of the Subscription Agent
are as follows:
BY MAIL:
Securities Transfer Company
P.O. Box 1906
Cincinnati, Ohio 45201-1906
BY HAND OR OVERNIGHT COURIER:
Securities Transfer Company
One East Fourth Street, 12th Floor
Cincinnati, Ohio 45202
TELEPHONE NUMBERS:
(800) 368-3417 or (513) 579-2414
FACSIMILE TRANSMISSION COPY NUMBER:
(513) 287-8270 (Please Confirm by Telephone)
2. SUBSCRIPTION PRIVILEGES.
TO EXERCISE RIGHTS. To exercise your Rights, complete Form 1 of your Rights
Certificate and send to the Subscription Agent your properly completed and
executed Rights Certificate together with payment in full of the Subscription
Price for each Underlying Share subscribed for pursuant to the Basic
Subscription and the Over-subscription Privilege. Payment of the Subscription
Price must be made for the full number of Underlying Shares being subscribed for
(a) by check drawn upon a U.S. bank, or money order, in each case, payable to
Securities Transfer Company, as Subscription Agent, or (b) by wire transfer of
30
funds pursuant to instructions provided by the Subscription Agent. Such
information may be obtained by contacting the Subscription Agent. The
Subscription Price will be deemed to have been received by the Subscription
Agent only upon (i) clearance of any uncertified check, (ii) receipt by the
Subscription Agent of any certified check or cashier's check drawn upon a U.S.
bank or of any money order or (iii) receipt of collected funds in the
Subscription Agent's account.
IF PAYING BY UNCERTIFIED CHECK, PLEASE NOTE THAT THE FUNDS PAID THEREBY MAY
TAKE AT LEAST FIVE BUSINESS DAYS TO CLEAR. ACCORDINGLY, RIGHTS HOLDERS WHO WISH
TO PAY THE SUBSCRIPTION PRICE BY MEANS OF UNCERTIFIED CHECK ARE URGED TO MAKE
PAYMENT SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO ENSURE THAT SUCH
PAYMENT IS RECEIVED AND CLEARS BEFORE THE EXPIRATION DATE AND ARE URGED TO
CONSIDER IN THE ALTERNATIVE PAYMENT BY MEANS OF CERTIFIED CHECK, CASHIER'S
CHECK, MONEY ORDER OR WIRE TRANSFER OF FUNDS.
If you exercise less than all of the Rights evidenced by your Rights
Certificate by so indicating on Form 1 of your Rights Certificate, the
Subscription Agent will either (i) issue to you a new Rights Certificate
representing the remaining Rights, or (ii) if you so indicate on Form 2 of your
Rights Certificate, issue a new Rights Certificate to a designated transferee.
If no indication is made, the Subscription Agent will issue to you a new Rights
Certificate evidencing the unexercised Rights. If you choose, however, to have a
new Rights Certificate sent to you or a designated transferee, any such new
Rights Certificate may not be received in sufficient time to permit you or the
designated transferee to sell or exercise the Rights evidenced thereby.
Moreover, a new Rights Certificate will be issued to a submitting Rights Holder
upon the partial exercise of Rights only if the Subscription Agent receives a
properly endorsed Rights Certificate no later than three business days prior to
the Expiration Date. After such time and date, no new Rights Certificates will
be issued.
If you have not indicated the number of Rights being exercised, or if you
have not forwarded full payment of the Subscription Price for the number of
Rights that you have indicated that are being exercised, then you will be deemed
to have exercised the Basic Subscription Privilege with respect to the maximum
number of Rights which may be exercised for the payment delivered by you and, to
the extent that the payment delivered by you exceeds the product of the
Subscription Price multiplied by the number of Rights evidenced by the Rights
Certificates delivered by you (such excess being the "Subscription Excess"), you
will be deemed to have exercised the Over-subscription Privilege to purchase, to
the extent available, that number of whole Remaining Shares equal to the
quotient obtained by dividing the Subscription Excess by the Subscription Price
and any amount remaining after such division shall be returned to you.
TO EXERCISE RIGHTS THROUGH A NOMINEE. If you wish to have your bank, or
broker or other nominee exercise some or all of your Rights, you must complete
Forms 1 and 2 of your Rights Certificate, providing clear direction as to how
many Rights are to be exercised. Banks, brokers and other nominees who exercise
the Over-subscription Privilege on behalf of the beneficial owners of Rights
will be required to certify to the Subscription Agent and the Company, by
delivery to the Subscription Agent of a Nominee Holder Over-subscription
Certification in the form available from the Subscription Agent, the number of
Rights as to which the Over-subscription Privilege are being exercised and the
number of Underlying Shares thereby subscribed for by each beneficial owner of
Rights on whose behalf such nominee holder is acting.
TO EXERCISE RIGHTS IF RIGHTS CERTIFICATE MIGHT NOT PROPERLY REACH THE
SUBSCRIPTION AGENT PRIOR TO THE EXPIRATION DATE. You may cause a written
guarantee substantially in the form of Exhibit A to these Instructions (the
"Notice of Guaranteed Delivery") from a member firm of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc., or from a commercial bank or trust company having an office or
correspondent in the United States (each, an "Eligible Institution"), to be
received by the Subscription Agent prior to the Expiration Date. Such Notice of
Guaranteed Delivery must state your name, the number of Rights represented by
your Rights Certificate and the number of Underlying Shares being subscribed for
pursuant to the Basic Subscription Privilege and being subscribed for, if any,
pursuant to the Over-subscription Privilege, and the Eligible Institution must
guarantee the delivery to the Subscription Agent of your properly completed and
executed Rights Certificate(s) evidencing those Rights and payment in full of
the Subscription Price within three New York Stock Exchange trading days
following the Expiration Date. If this procedure is followed, your Rights
Certificate(s) and payment in full must be received by the Subscription Agent
within three New York Stock Exchange trading days following the Expiration Date.
Additional copies of the Notice of Guaranteed Delivery may be obtained upon
request from the Subscription Agent.
3. SIGNATURES.
EXECUTION BY RIGHTS HOLDER. The signature on the Rights Certificate must
correspond with the name of the Rights Holder exactly as it appears on the face
of the Rights Certificate without any alteration or change whatsoever. Persons
who sign the Rights Certificate in a representative or other fiduciary capacity
must indicate their capacity when signing and, unless waived by the Company,
must present to the Subscription Agent satisfactory evidence of their authority
to so act.
EXECUTION BY PERSON OTHER THAN RIGHTS HOLDER. If the Rights Certificate is
executed by a person other than the Rights Holder named on the face of the
Rights Certificate, proper evidence of authority of the person executing the
31
Rights Certificate must accompany the same unless the Company dispenses with
proof of authority.
SIGNATURE GUARANTEES. Your signature need not be guaranteed by an Eligible
Institution (as defined in paragraph 2) if your Rights Certificate (i) provides
that the Underlying Shares to be issued pursuant to the exercise of the Rights
represented thereby are to be issued to you or (ii) is submitted for the account
of an Eligible Institution.
4. METHOD OF DELIVERY
The method of delivery of Rights Certificates and payment of the
Subscription Price to the Subscription Agent will be at your election and risk,
but, if sent by mail, you are urged to send such materials by registered mail,
properly insured, with return receipt requested, and are urged to allow a
sufficient number of days to ensure delivery to the Subscription Agent and, if
you are paying by uncertified check, the clearance of payment of the
Subscription Price prior to the Expiration Date. Because uncertified checks may
take at least five business days to clear, you are strongly urged to consider
payment by means of certified check, cashier's check, money order or wire
transfer.
5. ISSUANCE AND DELIVERY OF STOCK CERTIFICATE, ETC.
The following issuances, deliveries and payments will be made to you at the
address shown on the face of your Rights Certificate unless you provide special
payment, issuance or delivery instructions to the contrary by completing the
applicable part of Form 3 of your Rights Certificate.
As soon as practicable after the Expiration Date, the Subscription Agent
will issue and mail in accordance with the instruction of the exercising Rights
Holder, certificates representing Underlying Shares purchased pursuant to the
Basic Subscription Privilege and Over-subscription Privilege, if any.
As soon as practicable after the Expiration Date, the Subscription Agent
will return by mail without interest or deduction to each Rights Holder
exercising the Over-subscription Privilege any excess funds received in payment
of the Subscription Price for Underlying Shares that were subscribed for by such
Rights Holder but not allocated to such Rights Holder pursuant to the
Over-subscription Privilege.
6. TO SELL OR TRANSFER RIGHTS.
SALE OF RIGHTS THROUGH A BANK, BROKER OR OTHER NOMINEE. To sell or transfer
all Rights evidenced by a Rights Certificate through your bank, broker or other
nominee, so indicate on Form 2 of your Rights Certificate and deliver your
properly completed and executed Rights Certificate to your bank or broker. Your
Rights Certificate should be delivered to your bank or broker in sufficient time
for the Rights to be sold. If Form 2 of your Rights Certificate is completed
without designating a transferee, the Subscription Agent may thereafter treat
the bearer of the Rights Certificate as the absolute owner of all of the Rights
evidenced by such Rights Certificate for all purposes, and the Subscription
Agent will not be affected by any notice to the contrary. Because your bank or
broker cannot issue Rights Certificates, if you wish to sell less than all of
the Rights evidenced by a Rights Certificate, either you or your bank or broker
must instruct the Subscription Agent as to the action to be taken with respect
to the Rights that are not to be sold, or you or your bank or broker must first
have your Rights Certificate divided into Rights Certificates evidencing the
appropriate numbers of Rights by following the instructions in Paragraph 7
below.
TRANSFER OF RIGHTS TO A DESIGNATED TRANSFEREE. To sell or transfer all of
your Rights to a transferee other than a bank or broker, you must complete Form
2 of your Rights Certificate in its entirety, execute the Rights Certificate and
have your signature guaranteed by an Eligible Institution (as defined in
Paragraph 2). A Rights Certificate that has been properly transferred in its
entirety may be exercised by a new Rights Holder without having a new Rights
Certificate issued. To exercise, or otherwise take action with respect to, such
a transferred Rights Certificate, the new Rights Holder should deliver the
Rights Certificate, together with payment of the applicable Subscription Price
(with respect to the exercise of both the Basic Subscription Privilege and
Over-subscription Privilege) and complete separate instructions signed by the
new Rights Holder to the Subscription Agent in sufficient time to permit the
Subscription Agent to take the desired action. Only the Subscription Agent can
issue Rights Certificates. However, you may transfer a portion of the Rights
evidenced by a single Rights Certificate (but not fractional Rights) by
delivering to the Subscription Agent a Rights Certificate properly endorsed for
transfer, with instructions to register that portion of the Rights indicated
therein in the name of the transferee and to issue a new Rights Certificate to
the transferee evidencing the transferred Rights. In that event, a new Rights
Certificate evidencing the balance of the Rights will be issued to you or, if
you so instruct, to an additional transferee. Alternatively, you may divide your
Rights Certificate into Rights Certificates evidencing appropriate numbers of
Rights for transfer by following the instructions in Paragraph 7 below.
If you wish to transfer all or a portion of your Rights (but not fractional
Rights), you should allow a sufficient amount of time prior to the Expiration
Date for (i) the transfer instructions to be received and processed by the
Subscription Agent, (ii) new Rights Certificates to be issued and transmitted to
the transferee(s), with respect to transferred Rights, and to you with respect
to retained Rights, if any, and (iii) the Rights evidenced by the new Rights
Certificates to be exercised or sold by the recipients thereof. Such amount of
time could range from two to ten business days, depending upon the method by
which delivery of the Rights Certificates and payment is made and the number of
transactions which you instruct the Subscription Agent to effect. Neither the
Company nor the Subscription Agent will have any liability to a transferee or
32
transferor of Rights if Rights Certificates are not received in time for
exercise or sale prior to the Expiration Date.
7. TO DIVIDE A RIGHTS CERTIFICATE.
To have your Rights Certificate divided into two or more Rights
Certificates, evidencing the same aggregate number of Rights, send your Rights
Certificate, together with complete separate instructions (including
specification of the denominations into which you wish your Rights to be
divided) signed by you, to the Subscription Agent, allowing a sufficient amount
of time for new Rights Certificates to be issued and returned so that they can
be used prior to the Expiration Date. Alternatively, you may ask a bank or
broker to effect such actions on your behalf. Your signature must be guaranteed
by an Eligible Institution (as defined in paragraph 2) if any of the new Rights
Certificates are to be issued in a name other than that in which the original
Rights Certificate was issued. Rights Certificates may not be divided into
fractional Rights, and any instruction to do so will be rejected. As a result of
delays in the mail, the time of the transmittal, the necessary processing time
and other factors, you or your transferee may not receive such new Rights
Certificates in time to enable the Rights Holder to complete a sale or exercise
by the Expiration Date. Neither the Company nor the Subscription Agent will be
liable to either a transferor or transferee for any such delays.
8. SPECIAL PROVISIONS RELATING TO THE DELIVERY OF RIGHTS
THROUGH THE DEPOSITORY TRUST COMPANY.
In the case of Rights that are held of record through The Depository Trust
Company ("DTC"), exercises of the Basic Subscription Privilege (but not the
Over-subscription Privilege) may be effected by instructing DTC to transfer
Rights (such Rights being "DTC Rights") from the DTC account of the Rights
Holder to the DTC account of the Subscription Agent, together with payment of
the Subscription Price for each Unit subscribed for pursuant to the Basic
Subscription Privilege. The Over-subscription Privilege in respect of DTC Rights
may not be exercised through DTC. The holder of DTC Rights may exercise the
Over-subscription Privilege in respect thereof by properly executing and
delivering to the Subscription Agent, at or prior to the Expiration Date, a DTC
Participant Over-subscription Exercise Form, in the form available from the
Subscription Agent, together with payment of the appropriate Subscription Price
for the number of Remaining Shares for which the Over-subscription Privilege is
exercised.
If a Notice of Guaranteed Delivery relates to Rights with respect to which
exercise of the Basic Subscription Privilege will be made through DTC and such
Notice of Guaranteed Delivery also relates to the exercise of the
Over-subscription Privilege, a DTC Participant Over-subscription Exercise Form
must also be received by the Subscription Agent in respect of such exercise of
the Over-subscription Privilege at or prior to the Expiration Date.
9. TRANSFER OF TAXES.
Except for the fees charged by the Subscription Agent, all commissions,
fees and other expenses (including brokerage commissions and transfer taxes)
incurred in connection with the purchase, sale or exercise or Rights will be for
the account of the Rights Holder, and none of such commissions, fees or expenses
will be paid by the Company or the Subscription Agent.
10. IRREGULARITIES.
All questions concerning the timeliness, validity, form and eligibility of
any exercise of Rights will be determined by the Company, whose determinations
will be final and binding. The Company, in its sole discretion, may waive any
defect or irregularity, or permit a defect or irregularity to be corrected
within such time as it may determine, or reject the purported exercise of any
Right. Rights Certificates will not be deemed to have been received or accepted
until all irregularities have been waived or cured within such time as the
Company determines, in its sole discretion. Neither the Company nor the
Subscription Agent will be under any duty to give notification of any defect or
irregularity in connection with the submission of Rights Certificates or incur
any liability for failure to give such notification. The Company reserves the
right to reject any exercise if such exercise is not in accordance with the
terms of the Offering or not in proper form or if the acceptance thereof or the
issuance of shares of Common Stock pursuant thereto could be deemed unlawful.
---X---
33
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses payable by Great American Financial Resources,
Inc. (the "Registrant") estimated in connection with the registration of the
securities offered hereby are as follows:
SEC filing fee*.......................................... $ 4,854
Printing and engraving expenses.......................... 50,000
Legal fees and expenses.................................. 50,000
Accounting fees and expenses............................. 50,000
Miscellaneous............................................ 95,858
Total $250,000
========
----------
* Actual. Other expenses are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") provides
generally and in pertinent part that a Delaware corporation may indemnify its
directors and officer against expenses, judgments, fines, and settlements
actually and reasonably incurred by them in connection with any civil suit or
action, except actions by or in the right of the corporation, or any
administrative or investigative proceeding if, in connection with the matters at
issue, they acted in good faith and in a manner they reasonably believe to be
in, or not opposed to, the best interest of the corporation, and in connection
with any criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct was unlawful.
Section 145 further provides that, in connection with the defense or settlement
of any action by or in the right of the corporation, a Delaware corporation may
indemnify its directors and officers against expenses actually and reasonably
incurred by them if, in connection with the matters in issue, they acted in good
faith, in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, and without negligence or misconduct in the
performance of their duties to the corporation. Section 145 further permits a
Delaware corporation to grant its directors and officers additional rights of
indemnification through by-law provisions and otherwise.
Article VII of the Registrant's By-Laws provides for indemnification of
directors and officers similar to that provided in Section 145 of DGCL.
Reference is made to Section 102(b)(7) of the DGCL, which enables a
corporation in its original certificate of incorporation or an amendment thereto
to eliminate or limit the personal liability of a director for violations of the
director's fiduciary duty, except (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit. Article Ninth of the Registrant's Certificate of
Incorporation eliminates the liability of directors to the extent permitted by
Section 102(b)(7) of the DGCL.
American Financial Group, Inc. ("AFG"), the beneficial owner of
approximately 82% of the Registrant's outstanding common stock, maintains, at
AFG's expense, Directors and Officers Liability and Company Reimbursement
Liability Insurance. The Directors and Officers Liability portion of such
II-1
policy covers all directors and officers of AFG and of the companies, including
the Registrant, which are, directly or indirectly, more than 50% owned by AFG.
The policy provides for payment on behalf of the directors and officers, up to
the policy limits and after expenditure of a specified deductible, of all Loss
(as defined) from claims made against them during the policy period for defined
wrongful acts, which include errors, misstatements or misleading statements,
acts or omissions and neglect or breach of duty by directors and officers in the
discharge of their individual or collective duties as such. The insurance
includes the cost of investigations and defenses, appeals and bonds and
settlements and judgments, but not fines or penalties imposed by law. The
insurance does not cover any claims arising out of acts alleged to have been
committed prior to October 24, 1978. The insurer limit of liability under the
policy is $175,000,000 in the aggregate for all losses each year subject to
certain individual and aggregate deductibles. The policy contains various
exclusions and reporting requirements.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
4* Form of Rights Certificate
5* Opinion of Keating, Muething & Klekamp, P.L.L.
8* Opinion Regarding Tax Matters
23.1* Consent of Keating, Muething & Klekamp, P.L.L. (contained in Exhibits 5 and 8)
23.2 Consent of Ernst & Young LLP
24* Powers of Attorney (contained on the signature page)
99.1* Form of Instructions for Use of Subscription Rights Certificates (included as Annex
A to the prospectus)
99.2* Form of Letter to Stockholders who are record holders
99.3* Form of Letter to Stockholders with Addresses Outside the United States and Canada
or APO or FPO Addresses
99.4* Form of Letter to Nominee Holders
99.5* Form of Certification and Request for Additional Rights
99.6* Form of Nominee Holder Oversubscription Certification
99.7* Form of Letter from Nominee Holders to Beneficial Owners
99.8* Form of Notice of Guaranteed Delivery
99.9* Form of DTC Participant Oversubscription Exercise Form
* Previously filed.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes to file, during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement:
1 to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
2. to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price
II-2
set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
3. to include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 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 20th day of
August, 2003.
GREAT AMERICAN FINANCIAL RESOURCES, INC.
By: Mark F. Muething
-------------------------------------
Mark F. Muething
Executive Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
* Chairman of the Board of Directors August 20, 2003
----------------------
Carl H. Lindner
* Chief Executive Officer and Director August 20, 2003
---------------------- (Principal Executive Officer)
S. Craig Lindner
* Director August 20, 2003
----------------------
Robert A. Adams
II-4
* Director August 20, 2003
----------------------
Ronald G. Joseph
* Director August 20, 2003
----------------------
John T. Lawrence III
* Director August 20, 2003
----------------------
William R. Martin
* Director August 20, 2003
----------------------
Charles R. Scheper
* Director August 20, 2003
----------------------
Ronald W. Tysoe
* Executive Vice President and Chief August 20, 2003
---------------------- Financial Officer (Principal Financial
Christopher P. Miliano Officer and Principal Accounting Officer)
*By: /s/ Mark F. Muething Attorney-in-fact August 20, 2003
-------------------------
Mark F. Muething