Exhibit 99.3
October 2, 2003
American Financial Group, Inc.
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
The undersigned (the "Shareholder") understands that you ("AFG"), AFC
Holding Company ("Holding") and American Financial Corporation ("AFC") are
entering into an Amended and Restated Agreement and Plan of Reorganization dated
as of October 1, 2003 (the "Merger Agreement"), which provides, among other
things, that AFC shall merge with and into AFG and that each issued and
outstanding share of Series J Preferred Stock, no par value per share, of AFC
("Series J Preferred") shall be converted into the AFC Merger Consideration,
upon the terms and subject to the conditions set forth in the Merger Agreement.
The undersigned is the beneficial holder (the "Shareholder") of 167,563
shares of Series J Preferred Stock (the "Shares") and is entering into this
letter agreement in consideration of AFG agreeing to, and causing Holdings to
agree to, amend and restate the Agreement and Plan of Reorganization dated as of
July 7, 2003 to provide: (i) for an increase from Twenty Five Dollars ($25.00)
to Twenty Six Dollars ($26.00) of one component of the AFC Merger Consideration;
(ii) for the payment in cash, rather than in shares of AFG Common Stock, of the
dividend payable on November 1, 2003 with respect to the Series J Preferred
Stock. In reliance on the Shareholder's performance of its obligations under
this letter agreement, the Board of Directors of AFG has agreed to, and has
caused Holdings to agree to, amend and restate the Agreement and Plan of
Reorganization dated as of July 7, 2003 as provided in the preceding sentence.
Capitalized terms used but not defined in this letter agreement have
the meanings assigned such terms in the Merger Agreement. The Shareholder
confirms its agreement with you as follows:
1. The Shareholder represents, warrants and agrees that it is the
record or beneficial owner of 167,563 shares of Series J Preferred
(collectively, the "Shares"), free and clear of all liens, charges,
encumbrances, and voting agreements (other than liens, charges and encumbrances
arising under applicable laws) that would adversely affect the ability of the
Shareholder to comply with the terms of this letter agreement.
2. The Shareholder agrees that, through and including the date of
record for those holders of Series J Preferred entitled to vote on the Merger
Agreement at the AFC Meeting, it will not, and will not permit the record holder
of the Shares to, contract to sell, sell or otherwise transfer or dispose of any
of the Shares or any interest therein or any voting rights with respect to the
Shares.
3. The Shareholder hereby irrevocably and unconditionally agrees
to vote or cause to be voted all of the Shares then owned beneficially or of
record by it at the AFC Meeting and at
any other annual or special meeting of shareholders of AFC (or any adjournment
or postponement thereof) where any such proposal is submitted, in favor of the
approval and authorization of the Merger Agreement and the other transactions
contemplated thereby (collectively, the "Proposed Transaction").
4. In furtherance of the terms and provisions of this letter
agreement, the Shareholder hereby covenants and agrees that, if and as requested
by AFG (which request, if made, will be made only after the Proxy
Statement/Prospectus and Registration Statement have been declared effective by
the Commission), it will, within two (2) days after AFG's request, irrevocably
grant to, and to appoint, Xxxxx X. Xxxxxxx and Xxxx X. Xxxxx, or either of them,
and any individual designated in writing by either of them, and each of them
individually, as the Shareholder's proxy and attorney-in-fact (with full power
of substitution and resubstitution), for and in the name, place and stead of the
Shareholder, to vote or act by written consent with respect to all of the Shares
in favor of the Proposed Transaction.
5. The Shareholder will take any and all actions necessary to
cause the record holder(s) of the Shares to take all actions necessary or
appropriate to give full force and effect to the forgoing sentence, including
instructing ADP in writing to give Messrs. Xxxxxxx and Xxxxx and their designees
the irrevocable proxy described in the foregoing sentence. The Shareholder
hereby ratifies and approves each and every action taken by Xxxxx X. Xxxxxxx and
Xxxx X. Xxxxx and any other authorized representative or agent pursuant to the
foregoing proxy.
6. The Shareholder has necessary power and authority to enter
into this letter agreement. Assuming the due authorization, execution and
delivery by AFG, this letter agreement is the legal, valid and binding agreement
of the Stockholder, and is enforceable against the Stockholder in accordance
with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or
similar laws affecting the rights of creditors generally and the availability of
equitable remedies.
7. AFG, Holding, AFC and the Shareholder each agree to execute
and deliver or cause to be executed and delivered all further documents and
instruments and use their respective reasonable best efforts to secure such
consents and take all such further action as may be reasonably necessary in
order to consummate the transactions contemplated hereby and by the Merger
Agreement.
8. The parties acknowledge and agree that performance of their
respective obligations hereunder will confer a unique benefit on the other and
that a failure of performance will not be compensable by money damages and will
constitute irreparable harm. The parties therefore agree that this letter
agreement shall be specifically enforceable and that specific enforcement and
injunctive and other equitable relief shall be available to AFG, Holding, AFC
and the Shareholder for any breach by the other party or parties of any
agreement, covenant or representation hereunder, and each party waives any
objection to the imposition of such relief. AFG, Holding, AFC and the
Shareholder each agree that this letter agreement has been negotiated with the
advice of counsel.
Please confirm that the foregoing correctly states the understanding
between you and the Shareholder by signing and returning to the Shareholder a
counterpart of this letter agreement.
Very truly yours,
COMMERCE INSURANCE COMPANY, INC.
By:
--------------------------------------
Xxxx X. Xxxxx
Title: Vice President & Chief Investment
Officer
Confirmed and agreed to on
the date first above written.
AMERICAN FINANCIAL GROUP, INC.
By:
---------------------------------
Xxxxx X. Xxxxxxx
Title: Vice President, Deputy General
Counsel & Secretary
October 2, 2003
American Financial Group, Inc.
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
The undersigned (the "Shareholder") understands that you ("AFG"), AFC
Holding Company ("Holding") and American Financial Corporation ("AFC") are
entering into an Amended and Restated Agreement and Plan of Reorganization dated
as of October 1, 2003 (the "Merger Agreement"), which provides, among other
things, that AFC shall merge with and into AFG and that each issued and
outstanding share of Series J Preferred Stock, no par value per share, of AFC
("Series J Preferred") shall be converted into the AFC Merger Consideration,
upon the terms and subject to the conditions set forth in the Merger Agreement.
The undersigned is the beneficial holder (the "Shareholder") of 60,000
shares of Series J Preferred Stock (the "Shares") and is entering into this
letter agreement in consideration of AFG agreeing to, and causing Holdings to
agree to, amend and restate the Agreement and Plan of Reorganization dated as of
July 7, 2003 to provide: (i) for an increase from Twenty Five Dollars ($25.00)
to Twenty Six Dollars ($26.00) of one component of the AFC Merger Consideration;
(ii) for the payment in cash, rather than in shares of AFG Common Stock, of the
dividend payable on November 1, 2003 with respect to the Series J Preferred
Stock. In reliance on the Shareholder's performance of its obligations under
this letter agreement, the Board of Directors of AFG has agreed to, and has
caused Holdings to agree to, amend and restate the Agreement and Plan of
Reorganization dated as of July 7, 2003 as provided in the preceding sentence.
Capitalized terms used but not defined in this letter agreement have
the meanings assigned such terms in the Merger Agreement. The Shareholder
confirms its agreement with you as follows:
1. The Shareholder represents, warrants and agrees that it is the
record or beneficial owner of 60,000 shares of Series J Preferred (collectively,
the "Shares"), free and clear of all liens, charges, encumbrances, and voting
agreements (other than liens, charges and encumbrances arising under applicable
laws) that would adversely affect the ability of the Shareholder to comply with
the terms of this letter agreement.
2. The Shareholder agrees that, through and including the date of
record for those holders of Series J Preferred entitled to vote on the Merger
Agreement at the AFC Meeting, it will not, and will not permit the record holder
of the Shares to, contract to sell, sell or otherwise transfer or dispose of any
of the Shares or any interest therein or any voting rights with respect to the
Shares.
3. The Shareholder hereby irrevocably and unconditionally agrees
to vote or cause to be voted all of the Shares then owned beneficially or of
record by it at the AFC Meeting and at
any other annual or special meeting of shareholders of AFC (or any adjournment
or postponement thereof) where any such proposal is submitted, in favor of the
approval and authorization of the Merger Agreement and the other transactions
contemplated thereby (collectively, the "Proposed Transaction").
4. In furtherance of the terms and provisions of this letter
agreement, the Shareholder hereby covenants and agrees that, if and as requested
by AFG (which request, if made, will be made only after the Proxy
Statement/Prospectus and Registration Statement have been declared effective by
the Commission), it will, within two (2) days after AFG's request, irrevocably
grant to, and to appoint, Xxxxx X. Xxxxxxx and Xxxx X. Xxxxx, or either of them,
and any individual designated in writing by either of them, and each of them
individually, as the Shareholder's proxy and attorney-in-fact (with full power
of substitution and resubstitution), for and in the name, place and stead of the
Shareholder, to vote or act by written consent with respect to all of the Shares
in favor of the Proposed Transaction.
5. The Shareholder will take any and all actions necessary to
cause the record holder(s) of the Shares to take all actions necessary or
appropriate to give full force and effect to the forgoing sentence, including
instructing ADP in writing to give Messrs. Xxxxxxx and Xxxxx and their designees
the irrevocable proxy described in the foregoing sentence. The Shareholder
hereby ratifies and approves each and every action taken by Xxxxx X. Xxxxxxx and
Xxxx X. Xxxxx and any other authorized representative or agent pursuant to the
foregoing proxy.
6. The Shareholder has necessary power and authority to enter
into this letter agreement. Assuming the due authorization, execution and
delivery by AFG, this letter agreement is the legal, valid and binding agreement
of the Stockholder, and is enforceable against the Stockholder in accordance
with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or
similar laws affecting the rights of creditors generally and the availability of
equitable remedies.
7. AFG, Holding, AFC and the Shareholder each agree to execute
and deliver or cause to be executed and delivered all further documents and
instruments and use their respective reasonable best efforts to secure such
consents and take all such further action as may be reasonably necessary in
order to consummate the transactions contemplated hereby and by the Merger
Agreement.
8. The parties acknowledge and agree that performance of their
respective obligations hereunder will confer a unique benefit on the other and
that a failure of performance will not be compensable by money damages and will
constitute irreparable harm. The parties therefore agree that this letter
agreement shall be specifically enforceable and that specific enforcement and
injunctive and other equitable relief shall be available to AFG, Holding, AFC
and the Shareholder for any breach by the other party or parties of any
agreement, covenant or representation hereunder, and each party waives any
objection to the imposition of such relief. AFG, Holding, AFC and the
Shareholder each agree that this letter agreement has been negotiated with the
advice of counsel.
Please confirm that the foregoing correctly states the understanding
between you and the Shareholder by signing and returning to the Shareholder a
counterpart of this letter agreement.
Very truly yours,
AMERICAN COMMERCE INSURANCE
COMPANY
By:
----------------------------------------
Xxxx X. Xxxxx
Title: Vice President & Chief Investment
Officer
Confirmed and agreed to on
the date first above written.
AMERICAN FINANCIAL GROUP, INC.
By:
---------------------------------
Xxxxx X. Xxxxxxx
Title: Vice President, Deputy General
Counsel & Secretary
October 2, 2003
American Financial Group, Inc.
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
The undersigned (the "Shareholder") understands that you ("AFG"), AFC
Holding Company ("Holding") and American Financial Corporation ("AFC") are
entering into an Amended and Restated Agreement and Plan of Reorganization dated
as of October 1, 2003 (the "Merger Agreement"), which provides, among other
things, that AFC shall merge with and into AFG and that each issued and
outstanding share of Series J Preferred Stock, no par value per share, of AFC
("Series J Preferred") shall be converted into the AFC Merger Consideration,
upon the terms and subject to the conditions set forth in the Merger Agreement.
The undersigned is the beneficial holder (the "Shareholder") of 60,000
shares of Series J Preferred Stock (the "Shares") and is entering into this
letter agreement in consideration of AFG agreeing to, and causing Holdings to
agree to, amend and restate the Agreement and Plan of Reorganization dated as of
July 7, 2003 to provide: (i) for an increase from Twenty Five Dollars ($25.00)
to Twenty Six Dollars ($26.00) of one component of the AFC Merger Consideration;
(ii) for the payment in cash, rather than in shares of AFG Common Stock, of the
dividend payable on November 1, 2003 with respect to the Series J Preferred
Stock. In reliance on the Shareholder's performance of its obligations under
this letter agreement, the Board of Directors of AFG has agreed to, and has
caused Holdings to agree to, amend and restate the Agreement and Plan of
Reorganization dated as of July 7, 2003 as provided in the preceding sentence.
Capitalized terms used but not defined in this letter agreement have
the meanings assigned such terms in the Merger Agreement. The Shareholder
confirms its agreement with you as follows:
1. The Shareholder represents, warrants and agrees that it is the
record or beneficial owner of 60,000 shares of Series J Preferred (collectively,
the "Shares"), free and clear of all liens, charges, encumbrances, and voting
agreements (other than liens, charges and encumbrances arising under applicable
laws) that would adversely affect the ability of the Shareholder to comply with
the terms of this letter agreement.
2. The Shareholder agrees that, through and including the date of
record for those holders of Series J Preferred entitled to vote on the Merger
Agreement at the AFC Meeting, it will not, and will not permit the record holder
of the Shares to, contract to sell, sell or otherwise transfer or dispose of any
of the Shares or any interest therein or any voting rights with respect to the
Shares.
3. The Shareholder hereby irrevocably and unconditionally agrees
to vote or cause to be voted all of the Shares then owned beneficially or of
record by it at the AFC Meeting and at
any other annual or special meeting of shareholders of AFC (or any adjournment
or postponement thereof) where any such proposal is submitted, in favor of the
approval and authorization of the Merger Agreement and the other transactions
contemplated thereby (collectively, the "Proposed Transaction").
4. In furtherance of the terms and provisions of this letter
agreement, the Shareholder hereby covenants and agrees that, if and as requested
by AFG (which request, if made, will be made only after the Proxy
Statement/Prospectus and Registration Statement have been declared effective by
the Commission), it will, within two (2) days after AFG's request, irrevocably
grant to, and to appoint, Xxxxx X. Xxxxxxx and Xxxx X. Xxxxx, or either of them,
and any individual designated in writing by either of them, and each of them
individually, as the Shareholder's proxy and attorney-in-fact (with full power
of substitution and resubstitution), for and in the name, place and stead of the
Shareholder, to vote or act by written consent with respect to all of the Shares
in favor of the Proposed Transaction.
5. The Shareholder will take any and all actions necessary to
cause the record holder(s) of the Shares to take all actions necessary or
appropriate to give full force and effect to the forgoing sentence, including
instructing ADP in writing to give Messrs. Xxxxxxx and Xxxxx and their designees
the irrevocable proxy described in the foregoing sentence. The Shareholder
hereby ratifies and approves each and every action taken by Xxxxx X. Xxxxxxx and
Xxxx X. Xxxxx and any other authorized representative or agent pursuant to the
foregoing proxy.
6. The Shareholder has necessary power and authority to enter
into this letter agreement. Assuming the due authorization, execution and
delivery by AFG, this letter agreement is the legal, valid and binding agreement
of the Stockholder, and is enforceable against the Stockholder in accordance
with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or
similar laws affecting the rights of creditors generally and the availability of
equitable remedies.
7. AFG, Holding, AFC and the Shareholder each agree to execute
and deliver or cause to be executed and delivered all further documents and
instruments and use their respective reasonable best efforts to secure such
consents and take all such further action as may be reasonably necessary in
order to consummate the transactions contemplated hereby and by the Merger
Agreement.
8. The parties acknowledge and agree that performance of their
respective obligations hereunder will confer a unique benefit on the other and
that a failure of performance will not be compensable by money damages and will
constitute irreparable harm. The parties therefore agree that this letter
agreement shall be specifically enforceable and that specific enforcement and
injunctive and other equitable relief shall be available to AFG, Holding, AFC
and the Shareholder for any breach by the other party or parties of any
agreement, covenant or representation hereunder, and each party waives any
objection to the imposition of such relief. AFG, Holding, AFC and the
Shareholder each agree that this letter agreement has been negotiated with the
advice of counsel.
Please confirm that the foregoing correctly states the understanding
between you and the Shareholder by signing and returning to the Shareholder a
counterpart of this letter agreement.
Very truly yours,
COMMERCE WEST INSURANCE COMPANY
By:
---------------------------------
Xxxx X. Xxxxx
Title: Vice President & Chief
Investment Officer
Confirmed and agreed to on
the date first above written.
AMERICAN FINANCIAL GROUP, INC.
By:
-----------------------------------------
Xxxxx X. Xxxxxxx
Title: Vice President, Deputy General
Counsel & Secretary