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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1 to
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended Commission File
March 31, 2003 No. 1-13653
AMERICAN FINANCIAL GROUP, INC.
Incorporated under IRS Employer I.D.
the Laws of Ohio No. 31-1544320
One East Fourth Street, Cincinnati, Ohio 45202
(513) 579-2121
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark whether the Registrant is an accelerated filer.
Yes X No
As of May 1, 2003, there were 69,582,123 shares of the Registrant's
Common Stock outstanding, excluding 18,666,614 shares owned by subsidiaries.
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AMERICAN FINANCIAL GROUP, INC. 10-Q/A
EXPLANATORY NOTE
The Registrant hereby amends its Quarterly Report on Form 10-Q to include the
document listed as Exhibit 10 which was inadvertently omitted from Item 6 of
the original filing.
PART I
ITEM 4
CONTROLS AND PROCEDURES
AFG's chief executive officer and chief financial officer, with assistance
from management, have evaluated AFG's disclosure controls and procedures (as
defined in Exchange Act Rule 13a-14(c)) as of a date within 90 days prior to
filing this report. Based on that evaluation, they concluded that the controls
and procedures are effective. There have been no significant changes in AFG's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.
PART II
OTHER INFORMATION
ITEM 6
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 10 - 2003 Annual Bonus Plan.
Exhibit 99 - Certification pursuant to section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
Date of Report Item Reported
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February 19, 2003 Press Release - Fourth quarter and full year
2002 results; asbestos litigation settlement.
May 1, 2003 A. Press Releases:
1. Proposal to have a majority of independent
directors.
2. First Quarter 2003 Earnings Release.
B. Written transcript, including slides, of
May 1, 2003 webcast.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, American
Financial Group, Inc. has duly caused this Report to be signed on its behalf by
the undersigned duly authorized.
American Financial Group, Inc.
May 22, 2003 BY: s/Fred J. Runk
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Fred J. Runk
Senior Vice President and Treasurer
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AMERICAN FINANCIAL GROUP, INC. 10-Q/A
SARBANES-OXLEY SECTION 302(a) CERTIFICATIONS
I, Carl H. Lindner, certify that:
1. I have reviewed this amendment to the quarterly report on Form 10-Q of
American Financial Group, Inc.;
2. Based on my knowledge, this amendment to the quarterly report does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this amendment to the quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this amendment to the quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this amendment to the quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this amendment to the
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
amendment to the quarterly report (the "Evaluation Date"); and
c) presented in this amendment to the quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
amendment to the quarterly report whether or not there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
May 22, 2003 BY: s/Carl H. Lindner
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Carl H. Lindner
Chairman of the Board and
Chief Executive Officer
(principal executive officer)
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AMERICAN FINANCIAL GROUP, INC. 10-Q/A
SARBANES-OXLEY SECTION 302(a) CERTIFICATIONS - CONTINUED
I, Fred J. Runk, certify that:
1. I have reviewed this amendment to the quarterly report on Form 10-Q of
American Financial Group, Inc.;
2. Based on my knowledge, this amendment to the quarterly report does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this amendment to the quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this amendment to the quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this amendment to the quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this amendment to the
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
amendment to the quarterly report (the "Evaluation Date"); and
c) presented in this amendment to the quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
amendment to the quarterly report whether or not there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
May 22, 2003 BY: s/Fred J. Runk
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Fred J. Runk
Senior Vice President and Treasurer
(principal financial officer)
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