As filed with the Securities and Exchange Commission on May 28, 2003
Registration No. 333-
_________________
_________________
GREAT AMERICAN
FINANCIAL RESOURCES, INC.
(formerly
known as American Annuity Group, Inc.)
(Exact name of Registrant as Specified in its
Charter)
| Delaware |
31-1422526 |
|||
|---|---|---|---|---|
| (State Or Other Jurisdiction Of Incorporation Or Organization) |
(IRS Employer Identification Number) |
_________________
1994 STOCK OPTION PLAN
(Full Title of the Plan)
_________________
Mark F. Muething,
Esq.
Executive Vice President, General Counsel and Secretary
Great American
Financial Resources, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
(513) 333-5300
(Name, Address and Telephone Number of Agent for Service)
| Title of Securities To Be Registered |
Amount To Be Registered |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee(3) |
|---|---|---|---|---|
| Common Stock | 2,000,000 Shares | $13.83(2) | $27,660,000(2) | $2,237.70 |
| (1) | This Registration Statement is filed for up to an additional 2,000,000 shares of common stock of Great American Financial Resources, Inc. (the “Registrant”) issuable to employees of the Registrant pursuant to the 1994 Stock Option Plan. |
| (2) | Estimated solely for purposes of calculating registration fee. |
| (3) | Registration fee has been calculated pursuant to Rule 457(h). |
This Registration Statement on Form S-8 is filed solely to register an additional 2,000,000 shares of common stock of the Registrant that may be acquired upon exercise of options granted under the Registrant’s 1994 Stock Option Plan.
As permitted by General Instruction E to Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-43425) are incorporated by reference into this Registration Statement on Form S-8.
Item 8. Exhibits
| 5 | Opinion of Mark F. Muething, Esq. | |
| 10 | 1994 Stock Option Plan (incorporated by reference to Exhibit 10 to the Registrant's Registration Statement on Form S-8 (Registration No. 333-43425) | |
| 23.1 | Consent of Mark F. Muething, Esq. (contained on Exhibit 5). | |
| 23.2 | Consent of Ernst & Young LLP | |
| 24 | Power of Attorney (contained on the signature page). |
| Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cincinnati, Ohio, on May 28, 2003. |
|
GREAT
AMERICAN FINANCIAL RESOURCES, INC. By:/s/Mark F. Muething Mark F. Muething Executive Vice President, General Counsel and Secretary |
| 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. Each person below whose signature is preceded by an (*) hereby constitutes and appoints Mark F. Muething, Christopher P. Miliano, or either of them, his true and lawful attorney and agent, to sign all amendments to this Registration Statement. |
| Signature |
Capacity |
Date |
|---|---|---|
| /s/Carl H. Lindner
*Carl H. Lindner |
Chairman of the Board of Directors (Principal Executive Officer) |
May 28, 2003 |
| /s/S. Craig Lindner
*S. Craig Lindner |
Director | May 28, 2003 |
| /s/Robert A. Adams
*Robert A. Adams |
Director | May 28, 2003 |
|
*Ronald G. Joseph |
Director | May __, 2003 |
| /s/John T. Lawrence III
*John T. Lawrence III |
Director | May 28, 2003 |
|
*William R. Martin |
Director | May __, 2003 |
|
*Ronald W. Tysoe |
Director | May __, 2003 |
| /s/Charles R.
Scheper
*Charles R. Scheper |
Director | May 28, 2003 |
| /s/Christopher P. Miliano
Christopher P. Miliano |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
May 28, 2003 |