Duff & Phelps, LLC served as financial advisor and rendered a fairness opinion to the special committee of the board of directors of American Financial Corporation ("AFC") (AMEX: AFI-J) in its merger with American Financial Group, Inc. (NYSE: AFG). As a result of the transaction, AFC and its immediate parent company, AFC Holding Company, merged with and into AFG.

AFC's Series J Preferred shareholders received $26.00 per share in common stock of AFG, along with a cash payment of 10½ cents per share representing accrued dividends on the Series J Preferred from November 1 to November 20, 2003. The exchange rate was 1.1434 shares of AFG common stock for each share of AFC Series J Preferred.

Before the merger, AFG owned 100 percent of the common stock and 79 percent of the voting equity securities of AFC. There were 2.89 million shares of series J stock outstanding, which represented the other 21 percent of voting securities.

Through the operations of Great American Insurance Group, AFG is engaged primarily in property and casualty insurance, focusing on specialized commercial products for businesses, and in the sale of annuities, life and supplemental health insurance products.

Duff & Phelps, LLC, a Chicago-based investment banking and financial advisory firm, provides independent financial analysis and advice, including fairness opinions, for both public and privately-held companies in transactions involving corporate acquisitions and divestitures, ESOPs, going private transactions, related party transactions, recapitalizations and restructurings, and exchange offers.