INTRODUCTION

This Amendment No. 1 to Schedule 13E-3 Transaction Statement on Schedule 13E-3 amends and supplements the Transaction Statement on Schedule 13E-3, together with the exhibits hereto (as so amended and supplemented, the “Schedule 13E-3” or the “Transaction Statement”) filed on February 5, 2014 by (1) American Financial Group, Inc., an Ohio corporation (“AFG”), and (2) Great American Insurance Company, an Ohio corporation and a direct wholly-owned subsidiary of AFG (“Purchaser”) (collectively, the “Filing Persons”). This Transaction Statement relates to the tender offer by Purchaser 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 Offer to Purchase, dated February 5, 2014 (as amended and supplemented by the Amended and Restated Offer to Purchase, dated February 21, 2014, and as may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Amended and Restated Letter of Transmittal (as may be amended or supplemented from time to time, the “Letter of Transmittal”) (which, as amended or supplemented from time to time, together constitute the “Offer”).

Under the rules governing “going private” transactions, AFG, Purchaser, and National Interstate are deemed to be engaged in a “going private” transaction and are therefore required to, among other things, express their reasons for the transactions described in the Offer to Purchase, a copy of which is filed as Exhibit (a)(1)(vii) of the Amendment No. 2 to Schedule TO dated February 21, 2014 and their views as to the fairness of the transactions to National Interstate’s unaffiliated shareholders. The Filing Parties make the statements in this Transaction Statement, solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

 The information contained in the Solicitation/Recommendation Statement on Schedule 14D-9 filed by National Interstate with the Securities and Exchange Commission (“SEC”) on February 19, 2014 (as may be amended or supplemented from time to time, the “Schedule 14D-9”), a copy of which is attached hereto as Exhibit (a)(1)(xii) and the information contained in the Tender Offer Statement filed on Schedule TO with the SEC on February 5, 2014, as amended and supplemented by Amendments No. 1 and 2 (as so amended and supplemented, the “Schedule TO”), copies of which are attached hereto as Exhibits (a)(1)(xv) and (a)(1)(xvi), respectively, is incorporated by reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Schedule 14D-9 and the Schedule TO. All information contained or incorporated by reference in this Transaction Statement concerning any of the Filing Persons has been provided by such Filing Person and none of the Filing Persons takes responsibility for the accuracy of any information not supplied by such Filing Person.

Concurrent with the filing of this Transaction Statement, on February 21, 2014, AFG and Purchaser filed Amendment No. 2 to the Tender Offer Statement on Schedule TO in connection with the Offer.

The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Offer to Purchase of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Schedule TO, including all annexes thereto, is incorporated by reference herein, and the responses to each Item in this Transaction Statement are qualified in their entirety by the information contained in Schedule TO and the annexes thereto. All information contained or incorporated by reference in this Transaction Statement concerning any of the Filing Persons has been provided by such Filing Person and none of the Filing Persons takes responsibility for the accuracy of any information not supplied by such Filing Person.

The information set forth in the Offer to Purchase under the caption “Summary Term Sheet” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the caption “The Offer—Section 7. Certain Information Concerning National Interstate” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the caption “Introduction” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the caption “The Offer—Section 6. Price Range of the Shares; Dividends” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the caption “The Offer—Section 6. Price Range of the Shares; Dividends” is incorporated herein by reference.

Not applicable.

Not applicable.

The information set forth in the Offer to Purchase under the captions “Introduction”; “Summary Term Sheet”; “The Offer—Section 8. Certain Information Concerning AFG and Purchaser”; and “Schedule A—Information Concerning Directors and Executive Officers of AFG and Purchaser” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the captions “The Offer—Section 7. Certain Information Concerning National Interstate”; “Introduction”; and “The Offer—Section 8. Certain Information Concerning AFG and Purchaser” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the captions “The Offer—Section 8. Certain Information Concerning AFG and Purchaser” and “Schedule A—Information Concerning Directors and Executive Officers of AFG and Purchaser” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Introduction”; “Special Factors—Section 7. Effects of the Offer”; “The Offer—Section 1. Terms of the Offer”; “The Offer—Section 2. Acceptance for Payment and Payment for Shares”; “The Offer—Section 3. Procedures for Accepting the Offer and Tendering Shares”; “The Offer—Section 4. Withdrawal Rights”; “The Offer—Section 5. Certain United States Federal Income Tax Consequences”; “The Offer—Section 11. Conditions to the Offer”; and “The Offer—Section 12. Effect of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration; Margin Regulations” is incorporated herein by reference.

None.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Special Factors—Section 9. Dissenters’ Rights; Rule 13e-3” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the captions “Special Factors—Section 9. Dissenters’ Rights; Rule 13e-3” and “The Offer—Section 8. Certain Information Concerning AFG and Purchaser” is incorporated herein by reference.

Not applicable.

(a) Transactions.

The information set forth in the Offer to Purchase under the captions “Special Factors—Section 1. Background”; “Special Factors—Section 10. Transactions and Arrangements Concerning the Shares”; “Special Factors—Section 11. Certain Relationships Between AFG and National Interstate”; and “Schedule B—Security Ownership of Certain Beneficial Owners” is incorporated herein by reference.

(b)–(c) Significant corporate events; Negotiations or contacts.

The information set forth in the Offer to Purchase under the caption “Special Factors—Section 1. Background” and “Special Factors—Section 11. Certain Relationships Between AFG, Purchaser and National Interstate” is incorporated herein by reference.

(e) Agreements involving the subject company’s securities.

The information set forth in the Offer to Purchase under the captions “Introduction”; “Special Factors—Section 1. Background”; “Special Factors—Section 3. Position of National Interstate Regarding the Offer”; “Special Factors—Section 4. Position of AFG and Purchaser Regarding Fairness of the Offer”; “Special Factors—Section 10. Transactions and Arrangements Concerning the Shares”; “Special Factors—Section 11. Certain Relationships Between AFG and National Interstate”; and “Schedule B—Security Ownership of Certain Beneficial Owners” is incorporated herein by reference.

(b) Use of securities acquired.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Special Factors—Section 2. Purpose of and Reasons for the Offer; Plans for National Interstate After the Offer”; “Special Factors—Section 7. Effects of the Offer”; and “The Offer—Section 12. Effect of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration; Margin Regulations” is incorporated herein by reference.

(c) (1)–(8) Plans.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Special Factors—Section 1. Background”; “Special Factors—Section 2. Purpose of and Reasons for the Offer; Plans for National Interstate After the Offer”; “Special Factors—Section 7. Effect of the Offer”; “The Offer—Section 9. Source and Amounts of Funds”; and “The Offer—Section 12. Effect of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration; Margin Regulations” is incorporated herein by reference.

(a) Purposes.

The information set forth in the Offer to Purchase under the captions “Special Factors—Section 1. Background” and “Special Factors—Section 2. Purpose of and Reasons for the Offer; Plans for National Interstate After the Offer” is incorporated herein by reference.

(b) Alternatives.

The information set forth in the Offer to Purchase under the captions “Special Factors—Section 2. Purpose of and Reasons for the Offer; Plans for National Interstate After the Offer” is incorporated herein by reference.

(c) Reasons.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Special Factors—Section 1. Background”; “Special Factors—Section 2. Purpose of and Reasons for the Offer; Plans for National Interstate After the Offer and the Merger”; and “The Offer—Section 12. Effect of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration; Margin Regulations” is incorporated herein by reference.

(d) Effects.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Special Factors—Section 7. Effects of the Offer”; “Special Factors—Section 9. Dissenters’ Rights; Rule 13e-3”; “The Offer—Section 5. Certain United States Federal Income Tax Consequences”; and “The Offer—Section 12. Effect of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration; Margin Regulations” is incorporated herein by reference.

(a) Fairness.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Introduction”; “Special Factors—Section 1. Background”; “Special Factors—Section 3. Position of National Interstate Regarding the Offer”; “Special Factors—Section 4. Position of AFG and Purchaser Regarding Fairness of the Offer and the Merger”; “Special Factors—Section 6. Financial Forecasts”; and “The Offer—Section 7. Certain Information Concerning National Interstate” is incorporated herein by reference.

(b) Factors considered in determining fairness.

The information set forth in the Offer to Purchase under the caption “Special Factors—Section 4. Position of AFG and Purchaser Regarding Fairness of the Offer” is incorporated herein by reference.

(c) Approval of security holders.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Introduction”; “Special Factors—Section 4. Position of AFG and Purchaser Regarding Fairness of the Offer”; “The Offer—Section 1. Terms of the Offer”; “The Offer—Section 3. Procedures for Accepting the Offer and Tendering Shares”; and “The Offer—Section 11. Conditions to the Offer” is incorporated herein by reference.

(d) Unaffiliated representative.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Introduction”; “Special Factors—Section 4. Position of AFG and Purchaser Regarding Fairness of the Offer”; and “The Offer—Section 11. Conditions to the Offer” is incorporated herein by reference.

(e) Approval of directors.

The information set forth in the Offer to Purchase under the captions “Special Factors—Section 3. Position of National Interstate Regarding the Offer” and “Special Factors—Section 4. Position of AFG and Purchaser Regarding Fairness of the Offer and the Merger” is incorporated herein by reference.

(f) Other offers.

None.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

Sections (a)-(c) of Item 9 of the Transaction Statement are hereby amended in their entity to incorporate by reference the Schedule 14D-9 filed on February 19, 2014 by National Interstate.

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of National Interstate during its regular business hours by any interested equity holder of National Interstate.

(a)–(b) Source of funds; Conditions.

The information contained in the Offer to Purchase under the captions “Summary Term Sheet”; “Special Factors—Section 1. Background”; “The Offer—Section 9. Source and Amounts of Funds”; “The Offer—Section 11. Conditions to the Offer”; and “The Offer—Section 12. Effect of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration; Margin Regulations” is incorporated herein by reference.

(c) Expenses.

The information contained in the Offer to Purchase under the caption “The Offer—Section 14. Fees and Expenses” is incorporated herein by reference.

(d) Borrowed funds.

Not applicable.

(a) Securities ownership.

The information set forth in the Offer to Purchase under the captions “Special Factors—Section 10. Transactions and Arrangements Concerning the Shares”; “Special Factors—Section 11. Certain Relationships Between AFG, Purchaser and National Interstate”; “Schedule A—Information Concerning Directors and Executives of AFG and Purchaser”; and “Schedule B—Security Ownership of Certain Beneficial Owners” is incorporated herein by reference.

(b) Securities transactions.

The information set forth in the Offer to Purchase under the caption “Special Factors—Section 10. Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.

(d) Intent to tender or vote in a going private transaction.

The information contained in the Offer to Purchase under the caption “Special Factors—Section 10. Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.

(e) Recommendation of others.

The information set forth in the Offer to Purchase under the caption “Special Factors—Section 10. Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.

(a) Financial information.

The information set forth in the Offer to Purchase under the caption “The Offer—Section 7. Certain Information Concerning National Interstate” is incorporated herein by reference. The audited financial statements of National Interstate as of and for the fiscal years ended December 31, 2012 and December 31, 2011 are incorporated herein by reference to the Consolidated Financial Statements of National Interstate included as Item 8 to National Interstate’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on March 8, 2013. The unaudited consolidated financial statements of National Interstate for the nine month periods ended September 30, 2013 and March 31, 2012 are incorporated herein by reference to Item 1 of Part I of National Interstate’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed with the SEC on November 1, 2013. National Interstate does not include a ratio of earnings to fixed changes in its regularly prepared financial statements. National Interstate’s book value per share for the quarter ended September 30, 2013 is identified in Exhibit 99.1 to National Interstate’s Current Report on Form 8-K filed with the SEC on October 31, 2013 and is incorporated herein by reference. These documents are accessible to view or copy at the SEC’s Public Reference room on 100 F Street, NE, Washington, DC 20549, by calling 1-800-SEC-0330 or on the SEC’s website at www.sec.gov.

(b) Pro forma information.

Not material.

(a) Solicitations or recommendations.

The information set forth in the Offer to Purchase under the captions “Introduction” and “The Offer—Section 14. Fees and Expenses” is incorporated herein by reference.

(b) Employees and corporate assets.

None.

(b) Agreements.

None.

(c) Other Material Information.

The information set forth in the Offer to Purchase under the caption “The Offer—Section 13. Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.

The information contained in the Exhibits referred to in Item 16 below is incorporated herein by reference.

ITEM 16. EXHIBITS.

Item 16 of the Transaction Statement is hereby amended in its entirety to read as follows:

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