As filed with the Securities and Exchange Commission on February 27, 2014.

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

SCHEDULE TO
Amendment No. 5
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

 

 

 

NATIONAL INTERSTATE CORPORATION
Name of Subject Company (issuer))

 

 

 

GREAT AMERICAN INSURANCE COMPANY
(offeror)
a wholly owned subsidiary of
AMERICAN FINANCIAL GROUP, INC.
Names of Filing Persons (other person(s))

 

 

 

Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)

 

 

 

63654U100
(CUSIP Number of Class of Securities)

 

 

 

Mark A. Weiss
Assistant General Counsel
American Financial Group, Inc.
301 East Fourth Street, 27th Floor
Cincinnati, Ohio 45202
Telephone: (513) 579-2520

 

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

 

 

 

With a copy to:
F. Mark Reuter
Keating Muething & Klekamp PLL
1 East Fourth Street, Suite 1400
Cincinnati, Ohio 45202
Telephone: (513) 579-6469

 

CALCULATION OF FILING FEE

 

Transaction Valuation* Amount Of Filing Fee**
$285,637,980.00 $36,970.18

 

*Estimated for purposes of calculating the amount of the filing fee only. The calculation assumes the purchase of all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of National Interstate Corporation, an Ohio corporation, other than Shares owned by American Financial Group, Inc. (“AFG”) and its subsidiaries, at a purchase price of $30.00 per Share, net to the seller in cash. As of October 30, 2013, there were 19,721,266 Shares outstanding, of which 10,200,000 Shares are owned by subsidiaries of AFG. As a result, this calculation assumes the purchase of 9,521,266 Shares.

 

**The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction value by $0.0001288.

 

RCheck box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
  Amount Previously Paid: $36,970.18 Form or Registration No.: Schedule TO
  Filing Party: American Financial Group, Inc. Date filed: February 18, 2014

 

£Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes to designate any transactions to which this statement relates:

Rthird party tender offer subject to Rule 14d-1.
£issuer tender offer subject to Rule 13e-4.
Rgoing-private transaction subject to Rule 13e-3.
£amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: £

 

If applicable check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

£Rule 13e-4(i) (Cross-Border Issuer Tender Offer
£Rule 14d-1(d) (Cross-Border Third Party Tender Offer
 

INTRODUCTION

 

This Amendment No. 5 amends and supplements the Tender Offer Statement filed on Schedule TO (this “Schedule TO”) which relates to the tender offer by Great American Insurance Company (“Purchaser”), an Ohio corporation and a wholly-owned subsidiary of American Financial Group, Inc., an Ohio corporation (“AFG”) to purchase all the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of National Interstate Corporation, an Ohio corporation (“National Interstate”), other than Shares owned by Purchaser, at a purchase price of $30.00 per Share, net to the seller in cash, without interest and less any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Amended and Restated Offer to Purchase, dated February 21, 2014 (as may be amended or supplemented from time to time, the “Offer to Purchase”), a copy of which is attached to this Schedule TO as Exhibit (a)(1)(vii), and the related Amended and Restated Letter of Transmittal (as may be amended or supplemented from time to time, the “Letter of Transmittal”), a copy of which is attached to this Schedule TO as Exhibit (a)(1)(viii) (which, as amended or supplemented from time to time, together constitute the “Offer”).

 

The information in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all the items of this Schedule TO, including, without limitation, all of the information required by Schedule 13E-3 that is not included in or covered by the items in Schedule TO, and is supplemented by the information specifically provided herein. For reference, the Offer to Purchase is amended and restated as follows:

 

Item 11. Additional Information.

 

Section (a)(5) of Item 11 of the Schedule TO is hereby amended and supplemented to include the following:

 

 

The following paragraphs replace the fourth paragraph on page 11 under “Special Factors—1. Background” and the fifth full paragraph on page 42 under “The Offer—Section 13. Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase”:

 

“On February 21, 2014, plaintiffs in the Cambridge Action filed a verified amended derivative and class action complaint for injunctive and other relief and a memorandum of law in support of motion for temporary restraining order (the “Cambridge TRO”) petitioning the court for a temporary restraining order prohibiting the defendants named in the Cambridge action from taking any steps toward consummation of the Offer. The court had scheduled a hearing on the Cambridge TRO for February 25, 2014. Defendants filed a motion to dismiss due to the previously filed and pending Bernatchez Action. The court heard argument on the motion to dismiss (but not on the Cambridge TRO) on February 25, 2014, and has scheduled additional argument on the motion to dismiss for March 3, 2014. The court has not heard argument on the Cambridge TRO, nor has it re-scheduled argument on the Cambridge TRO. Plaintiffs have requested, if the court denies the motion to dismiss, that it either rule on the Cambridge TRO or schedule a hearing on the matter. AFG and Purchaser intend to defend the Cambridge Action vigorously.”

 

 

SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 27, 2014

 

AMERICAN FINANCIAL GROUP, INC.
     
By: /s/ Karl J. Grafe  
Name: Karl J. Grafe
Title: Vice President
     
GREAT AMERICAN INSURANCE COMPANY
     
By: /s/ Stephen C. Beraha  
Name: Stephen C. Beraha  
Title: Assistant Vice President, Assistant General Counsel
          and Assistant Secretary