UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1, 2007

  

GREAT AMERICAN FINANCIAL RESOURCES, INC.

(Exact name of registrant as specified in its charter)

   

Delaware

1-11632

06-1356481

_______________________________________________________________________________

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

250 East Fifth Street, Cincinnati, Ohio

45202

_____________________________________________________

_________________________

(Address of principal executive offices)

(Zip Code)


Registrant's telephone number, including area code (513) 333-5300



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Section 5 - Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On February 28, 2007, the Company's Board of Directors increased the size of the Board to Nine (9) members and elected Joseph P. Tomain as a Director to fill the vacancy created by the increase in the size of the Board. Mr. Tomain was also appointed a second member of the Special Committee, to serve with Ronald G. Joseph, to consider the previously disclosed unsolicited proposal from American Financial Group, Inc. ("AFG") to acquire all of the shares of the Company's outstanding common stock not owned by AFG . Mr. Tomain currently serves as Dean Emeritus and a Professor of Law at the University of Cincinnati College of Law. A copy of the news release announcing Mr. Tomain's election is attached hereto as Exhibit 99.1.


Section 9 - Financial Statements and Exhibits

Item 9.01. 

Financial Statements and Exhibits.

 

 

 

 

 

(c) 

Exhibits

 

 

 

 

99.1

Press Release, dated as of March 1, 2007, announcing the increase in the Board of Directors to nine and the appointment of Joseph P. Tomain

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

GREAT AMERICAN FINANCIAL RESOURCES, INC.

 

 

 

 

Date: March 1, 2007

By:/s/ Christopher P. Miliano              

 

Christopher P. Miliano

 

Chief Financial Officer