-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, pp8ocJw4PyvTEIXI82Zj2iW2AsY+KCDmsyDxAvEUqGLe0+f9tWxmw5uitjcjELdR TV6TR5n5plDX2MxwrydCOQ== 0000943523-95-000027.txt : 199507140000943523-95-000027.hdr.sgml : 19950714 ACCESSION NUMBER: 0000943523-95-000027 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950713 SROS: NYSE GROUP MEMBERS: AMERICAN FINANCIAL CORPORATION GROUP MEMBERS: AMERICAN FINANCIAL ENTERPRISES, INC. GROUP MEMBERS: AMERICAN FINANCIAL GROUP, INC. GROUP MEMBERS: AMERICAN PREMIER GROUP INC ET AL GROUP MEMBERS: CARL H. LINDNER GROUP MEMBERS: CARL H. LINDNER III GROUP MEMBERS: KEITH E. LINDNER GROUP MEMBERS: S. CRAIG LINDNER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ANNUITY GROUP INC CENTRAL INDEX KEY: 0000894651 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE CARRIERS, NEC [6399] IRS NUMBER: 061356481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42992 FILM NUMBER: 95553771 BUSINESS ADDRESS: STREET 1: 250 E FIFTH ST STREET 2: 10TH FL CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5133573300 MAIL ADDRESS: STREET 1: 250 EAST FIFTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PREMIER GROUP INC ET AL CENTRAL INDEX KEY: 0000943523 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 311422526 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE EAST FOURTH STREET SUITE 919 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135792540 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12) American Annuity Group, Inc. (Name of Issuer) Common Stock, $1.00 Par Value (Title of Class of Securities) 023840101 (CUSIP Number) James E. Evans, Esq. One East Fourth Street Cincinnati, Ohio 45202 (513) 579-2536 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) See Item 4 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. Page 1 of 19 Pages CUSIP NO. 023840101 13D Page 2 of 19 Pages 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS American Financial Group, Inc. 31-1422526 American Financial Corporation 31-0624874 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* See Item 3 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Ohio Corporations 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER --- 8. SHARED VOTING POWER 31,872,721 (See Item 5) 9. SOLE DISPOSITIVE POWER --- 10. SHARED DISPOSITIVE POWER 31,872,721 (See Item 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,872,721 (See Item 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 81.4% 14. TYPE OF REPORTING PERSON* HC HC CUSIP NO. 023840101 13D Page 3 of 19 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS American Financial Enterprises, Inc. 31-0996797 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable. 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut Corporation 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER --- 8 SHARED VOTING POWER 3,857,898 (See Item 5) 9 SOLE DISPOSITIVE POWER --- 10 SHARED DISPOSITIVE POWER 3,857,898 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,857,898 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 14 TYPE OF REPORTING PERSON* HC CUSIP NO. 023840101 13D Page 4 of 19 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Carl H. Lindner Carl H. Lindner III S. Craig Lindner Keith E. Lindner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizens 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER - - - 8 SHARED VOTING POWER 31,872,721 (See Item 5) 9 SOLE DISPOSITIVE POWER - - - 10 SHARED DISPOSITIVE POWER 31,872,721 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,872,721 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 81.4% (See Item 5) 14 TYPE OF REPORTING PERSON* IN Item 1. Security and Issuer. This Amendment No. 12 to Schedule 13D is filed on behalf of American Financial Group, Inc. ("American Financial"), American Financial Corporation ("AFC"), American Financial Enterprises, Inc. ("AFEI") and Carl H. Lindner, Carl H. Lindner III, S. Craig Lindner and Keith E. Lindner (collectively, the "Lindner Family") (American Financial, AFC, AFEI and the Lindner Family are collectively referred to as the "Reporting Persons"), to amend and update the Schedule 13D most recently amended on April 12, 1995, relative to the Common Stock, par value $1.00 per share ("AAG Common Stock"), issued by American Annuity Group, Inc., a Delaware corporation ("AAG"). The principal executive offices of AAG are located at 250 East Fifth Street, Cincinnati, Ohio 45202. All capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Schedule 13D, as amended. Items not included in this amendment are either not amended or are not applicable. On June 9, 1995, American Financial Group, Inc. changed its name from American Premier Group, Inc. As of June 30, 1995, the Lindner Family beneficially owned approximately 50.0% of the outstanding common stock of American Financial and American Financial beneficially owned all of the common stock of AFC (approximately 79% of AFC's outstanding voting equity securities). AFC beneficially owns 82.6% of the outstanding common stock of AFEI and its designees constitute a majority of AFEI's Board of Directors. Additionally, certain officers and executives of AFC also serve as officers of AFEI. Through their ownership of approximately 50.0% of the outstanding common stock of American Financial and their positions as directors and executive officers of American Financial, the members of the Lindner Family may be deemed to be controlling persons with respect to American Financial. Item 2. Identity and Background. See the schedule attached hereto as Exhibit 1 which contains additional information concerning the Lindner Family, American Financial, AFC and AFEI. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Persons plan to use funds available for investment in order to exercise the rights it is to receive in the rights offering described in Item 4. - 5 - Item 4. Purpose of Transaction. On July 10, 1995, AAG announced that it had filed a registration statement with the Securities and Exchange Commission in connection with a proposed rights offering. American Financial has indicated to AAG that it intends to exercise the rights it is to receive in the rights offering. Please see AAG's News Release attached hereto as Exhibit 2. The Reporting Persons are "controlling persons" of AAG. They have substantial influence over the management and operations of AAG and participate in the formulation, determination and direction of business policies. Designees of American Financial constitute three of the nine members of the Board of Directors of AAG. From time to time, the Reporting Persons may acquire additional shares of AAG Common Stock or dispose of all or some of the shares of AAG Common Stock which they beneficially own. Item 5. Interest in Securities of the Issuer. As of June 30, 1995, the Reporting Persons beneficially owned 31,872,721 shares (or approximately 81.4% of the outstanding shares) of AAG Common Stock as follows: Holder Number of Shares AFEI 3,857,898 APU 553,092 GAI 26,841,731 SIC 620,000 ---------- 31,872,721 GAI = Great American Insurance Company, 100% owned by AFC SIC = Stonewall Insurance Company, 100% owned by AFC Each company listed above shares with the Reporting Persons the power to vote, or to direct the voting of, and the power to dispose of, or to direct the disposition of, the shares of AAG Common Stock held by such company. Ronald F. Walker, James E. Evans, Fred J. Runk, Sandra W. Heimann and Thomas E. Mischell beneficially own 5,006, 17,500, 393, 1,000 and 10,000 shares of AAG Common Stock, respectively. Julius S. Anreder, a director of AFEI, beneficially owns 2,135 shares of AAG Common Stock. - 6 - As of June 30, 1995, and within the last 60 days, other than as set forth above, no transactions involving AAG Common Stock had been engaged in by the Reporting Persons, by American Financial's, AFC's or AFEI's directors or officers. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. See Item 4. Item 7. Material to be filed as Exhibits. (1) Exhibit referred to in Item 2. (2) AAG News Release dated July 10, 1995. (3) Agreement required pursuant to Regulation Section 240.13d-1(f)(1) promulgated under the Securities Exchange Act of 1934, as amended. (4) Powers of Attorney executed in connection with filings under the Securities Exchange Act of 1934, as amended. After reasonable inquiry and to the best knowledge and belief of the undersigned, it is hereby certified that the information set forth in this statement is true, complete and correct. Dated: July 13, 1995 AMERICAN FINANCIAL GROUP, INC. By: James E. Evans James E. Evans, Senior Vice President and General Counsel AMERICAN FINANCIAL CORPORATION By: James C. Kennedy James C. Kennedy, Deputy General Counsel and Secretary AMERICAN FINANCIAL ENTERPRISES, INC. By: James C. Kennedy James C. Kennedy, Secretary James C. Kennedy James C. Kennedy, As Attorney-in-Fact for: Carl H. Lindner Carl H. Lindner III S. Craig Lindner Keith E. Lindner (AAG.#12) - 7 - Exhibit 1 Item 2. Identity and Background. American Financial is a holding company which was formed to acquire and own all of the outstanding common stock of both American Financial Corporation ("AFC") and American Premier Underwriters, Inc. in a transaction which was consummated on April 3, 1995. American Financial operates through indirect, wholly-owned and majority-owned subsidiaries (including AFC and American Premier Underwriters, Inc.) and other companies in which it beneficially owns significant equity interests. These companies operate in a variety of financial businesses, primarily property and casualty insurance and including annuities and portfolio investing. In non-financial areas, these companies have substantial operations in the food products industry, and radio and television station operations. Carl H. Lindner's principal occupation is as Chairman of the Board of Directors and Chief Executive Officer of American Financial. Mr. Lindner has been Chairman of the Board and Chief Executive Officer of AFC since it was founded over 35 years ago and has been Chairman of the Board and Chief Executive Officer of American Premier Underwriters, Inc. since 1987. Carl H. Lindner III's principal occupation is as President of American Financial. S. Craig Lindner's principal occupations are as Vice Chairman of American Financial and President of American Annuity Group, Inc., a subsidiary of American Financial. Keith E. Lindner's principal occupations are as Vice Chairman of American Financial and President and Chief Operating Officer of Chiquita Brands International, Inc., an affiliate of American Financial. The identity and background of the executive officers, directors and controlling persons of American Financial (other than the Lindner Family, which is set forth above) are as follows: 1. Theodore H. Emmerich is a retired managing partner of Ernst & Young, certified public accountants, Cincinnati, Ohio. He is presently a director of American Financial and AFC. Mr. Emmerich's address is 1201 Edgecliff Place, Cincinnati, Ohio, 45206. 2. James E. Evans' principal occupation is as Senior Vice President and General Counsel of American Financial. He is presently a director of American Financial and AFC. - 8 - 3. Thomas M. Hunt's principal occupation is as President of Hunt Petroleum Corporation, an oil and gas production company. He is presently a director of American Financial and AFC. Mr. Hunt's business address is 5000 Thanksgiving Tower, 1601 Elm Street, Dallas, Texas, 75201. 4. Alfred W. Martinelli's principal occupation is as Chairman and Chief Executive Officer of Buckeye Management Company. He is presently a director of American Financial and AFC. Mr. Martinelli's business address is 100 Matsonford Road, Building 5, Suite 445, Radnor, Pennsylvania 19807. 5. William Martin's principal occupation is as Chairman of the Board of MB Computing, Inc., a privately held computer software development company. He is presently a director of American Financial and AFC. Mr. Martin's business address is 245 46th Avenue, St. Petersburg Beach, Florida 33706. 6. Neil M. Hahl's principal occupation is as a Senior Vice President of American Financial. He is presently a director of American Financial. 7. Robert W. Olson's principal occupation is as Senior Vice President and Secretary of American Financial. 8. Fred J. Runk's principal occupation is as Senior Vice President and Treasurer of American Financial. 9. Thomas E. Mischell's principal occupation is as Senior Vice President - Taxes of American Financial. The identity and background of the executive officers, directors and controlling persons of AFC (other than the Lindner Family, and the remaining members of the Board of Directors, which are set forth above) are as follows: 1. James E. Evans' principal occupation is as Senior Vice President and General Counsel of American Financial. He is also Vice President and General Counsel of AFC. 2. Sandra W. Heimann's principal occupation is as a Vice President of AFC. 3. Robert C. Lintz's principal occupation is as a Vice President of AFC. 4. Thomas E. Mischell's principal occupation is as Senior Vice President - Taxes of American Financial. He is also a Vice President of AFC. 5. Fred J. Runk's principal occupation is as Senior Vice President and Treasurer of American Financial. He is also Vice President and Treasurer of AFC. - 9 - American Financial Enterprises, Inc., a Connecticut corpora- tion ("AFEI"), is the successor company to The New York, New Haven and Hartford Railroad Company. AFEI's assets are invested primarily in the common stock of American Financial, American Annuity Group, Inc. and Citicasters Inc. The address of the principal executive offices of AFEI is One East Fourth Street, Cincinnati, Ohio, 45202. The identity and background of the executive officers, directors and controlling persons of AFEI (other than the Lindner Family, which are set forth above) are as follows: 1. Robert D. Lindner's principal occupation is as Chairman of the Board of Directors of United Dairy Farmers, Inc. He is presently a director of AFEI. 2. Julius S. Anreder's principal occupation is as Vice President of Oscar Gruss & Son, Inc. He is presently a director of AFEI and is a member of the Audit Committee of AFEI's Board of Directors. Mr. Anreder's business address is 74 Broad Street, New York, New York, 10004. 3. James E. Evans' principal occupation is as Senior Vice President and General Counsel of American Financial. He is presently a director, Vice President and General Counsel of AFEI. 4. Fred J. Runk's principal occupation is as Senior Vice President and Treasurer of American Financial. He is presently a director, Vice President and Treasurer of AFEI. 5. Thomas E. Mischell's principal occupation is as Senior Vice President - Taxes of American Financial. He is presently a Vice President of AFEI. 6. Ronald F. Walker's principal occupation is as an executive of AFC. He is presently a director of AFEI. The Lindner Family and American Financial may be deemed to be controlling persons with respect to AFC. The Lindner Family, American Financial and AFC may be deemed to be controlling persons with respect to AFEI. Unless otherwise noted, the business address of American Financial, AFC, AFEI and each of the persons listed above is One East Fourth Street, Cincinnati, Ohio, 45202, and all of the individuals are citizens of the United States. - 10 - None of the persons listed above have during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. - 11 - Exhibit 2 NEWS RELEASE FOR IMMEDIATE RELEASE For: American Annuity Group, Inc. Contact:S. Craig Lindner 250 E. Fifth Street President, AAG Cincinnati, OH 45202 513-579-2529 AMERICAN ANNUITY GROUP, INC. FILES REGISTRATION STATEMENT TO OFFER COMMON STOCK IN A RIGHTS OFFERINGS CINCINNATI, OH, July 10, 1995 - American Annuity Group, Inc. (NYSE: AAG) announced today that it has filed a Registration Statement with the Securities and Exchange Commission to register up to 3,950,000 shares of its Common Stock that are proposed to be offered and sold in a rights offering. Under the terms of the proposed rights offering, the Company will distribute transferable rights to holders of its shares of Common Stock on a record date to be fixed by its Board of Directors, which date is expected to be shortly after the effective date of the Registration Statement. Holders of Common Stock will receive on right for each ten shares of Common Stock held as of the Record Date. Each right will permit its holder to purchase one share of Common Stock at a price to be determined by the Company at the time the offer is commenced. Holders who exercise in full all rights received will have the ability to subscribe for additional shares of Common Stock at the exercise price for the rights. The maximum number of shares issuable pursuant to the rights offering, including the oversubscription privilege, is 3,950,000. If an insufficient number of shares are available to satisfy all oversubscription exercises, then the available shares will be prorated among those holders who exercise the oversubscription privilege. - 12 - The distribution of rights is expected to commence in August and the offering is expected to be completed approximately 20 days after the rights are distributed. It is expected that the rights will be eligible for trading on the New York Stock Exchange. American Financial Group, inc. (NYSE: AFG), which owns approximately 81.4% of the Company's outstanding Common Stock, had indicated that it intends to exercise all of the rights it receives but does not intend to exercise the oversubscription privilege. If half of the remaining rights are exercised, the Company would raise approximately $34 million in the offering. In May 1995, American Annuity Group announced that it had signed an agreement to acquire Laurentian Capital Corporation (ASE: LQ), a Philadelphia-based life insurance holding company, for approximately $106 million. Simultaneously with the acquisition, American Annuity Group will repay $45 million of Laurentian debt. The Company expects the rights offering to fund a portion of the purchase price of Laurentian. The Registration Statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. This release of information shall not constitute an offer to sell or the solicitation of an offer to buy. There will not be any offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale in unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. ************************* American Annuity Group sells individual and group annuities nationwide to the savings and retirement markets through its wholly-owned subsidiaries, Great American Life Insurance Company, Lifestyle Financial Investments, Inc., and Retirement Resources Group, Inc. Great American Life Insurance Company is licensed in 49 states, the District of Columbia and the Virgin Islands. - 13 - Exhibit 3 AGREEMENT This Agreement executed this 7th day of April, 1995, is by and among American Premier Group, Inc. ("American Premier"), American Financial Corporation ("AFC"), both Ohio corporations and American Financial Enterprises, Inc. ("AFEI"), a Connecticut corporation, located at One East Fourth Street, Cincinnati, Ohio 45202, and Carl H. Lindner ("CHL"), Carl H. Lindner III (CHL III), S. Craig Lindner ("SCL") and Keith E. Lindner ("KEL"), each an individual, the business address of each is One East Fourth Street, Cincinnati, Ohio 45202. CHL, CHL III, SCL and KEL are referred to herein collectively as the Lindner Family. WHEREAS, as of the date of this Agreement, American Premier owns 100% of the common stock of AFC, AFC beneficially owns 82.6% of the common stock of AFEI and the Lindner Family beneficially owns approximately 49.9% of American Premier's outstanding Common Stock and each member of the Lindner Family is a director and executive officer of American Premier and AFC; WHEREAS, the Lindner Family may be deemed to be the beneficial owner of securities held by American Premier, AFC and AFEI and their subsidiaries pursuant to Regulation Section 240.13d-3 promulgated under the Securities Exchange Act of 1934, as amended; WHEREAS, American Premier, AFC and AFEI and their subsidiaries from time to time must file statements pursuant to certain sections of the Securities Exchange Act of 1934, as amended, concerning the ownership of equity securities of public companies; NOW THEREFORE BE IT RESOLVED, that American Premier, AFC, AFEI and the Lindner Family, do hereby agree to file jointly with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by or on behalf of American Premier, AFC, AFEI or any of their subsidiaries pursuant to Section 13(d), 13(f), 13(g), and 14(d) of the Securities Exchange Act of 1934, as amended. AMERICAN PREMIER GROUP, INC. AMERICAN FINANCIAL CORPORATION AMERICAN FINANCIAL ENTERPRISES, INC. By: /s/ James E. Evans James E. Evans Vice President & General Counsel - 14 - /s/ Carl H. Lindner Carl H. Lindner /s/ Carl H. Lindner III Carl H. Lindner III /s/ S. Craig Lindner S. Craig Lindner /s/ Keith E. Lindner Keith E. Lindner - 15 - Exhibit 4 POWER OF ATTORNEY I, Carl H. Lindner, do hereby appoint James E. Evans and James C. Kennedy, or either of them, as my true and lawful attorneys-in-fact to sign on my behalf individually and as Chairman of the Board of Directors and Chief Executive Officer of American Premier Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Premier Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), and 14(d) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio this 4th day of April, 1995. /s/ Carl H. Lindner Carl H. Lindner - 16 - POWER OF ATTORNEY I, Carl H. Lindner III, do hereby appoint James E. Evans and James C. Kennedy, or either of them, as my true and lawful attorneys-in-fact to sign on my behalf individually and as an officer or director of American Premier Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Premier Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), and 14(d) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio this 4th day of April, 1995. /s/ Carl H. Lindner III Carl H. Lindner III - 17 - POWER OF ATTORNEY I, S. Craig Lindner, do hereby appoint James E. Evans and James C. Kennedy, or either of them, as my true and lawful attorneys-in-fact to sign on my behalf individually and as an officer or director of American Premier Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Premier Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), and 14(d) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio this 4th day of April, 1995. /s/ S. Craig Lindner S. Craig Lindner - 18 - POWER OF ATTORNEY I, Keith E. Lindner, do hereby appoint James E. Evans and James C. Kennedy, or either of them, as my true and lawful attorneys-in-fact to sign on my behalf individually and as an officer or director of American Premier Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Premier Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), and 14(d) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio this 4th day of April, 1995. /s/ Keith E. Lindner Keith E. Lindner - 19 - -----END PRIVACY-ENHANCED MESSAGE-----