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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 37)
Chiquita Brands International, Inc.
(Name of Issuer)
Common Capital Stock, $.33 Par Value
(Title of Class of Securities)
170032-10-6
(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)
September 7, 1995
(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
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CUSIP NO. 170032-10-6 13D Page 2 of 19 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. 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*
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
Ohio corporations
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
- - -
8 SHARED VOTING POWER
24,034,902 (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
24,034,902 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,034,902 (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)
44.7% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
HC
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CUSIP NO. 170032-10-6 13D Page 3 of 19 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. 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 Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
39,490
8 SHARED VOTING POWER
24,034,902 (See Item 5)
9 SOLE DISPOSITIVE POWER
39,490
10 SHARED DISPOSITIVE POWER
24,034,902 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,074,392 (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)
44.8% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 170032-10-6 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 III
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 Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
- - -
8 SHARED VOTING POWER
24,034,902 (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
24,034,902 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,034,902 (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)
44.7% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 170032-10-6 13D Page 5 of 19 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
S. Craig 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 Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
38,730
8 SHARED VOTING POWER
24,034,902 (See Item 5)
9 SOLE DISPOSITIVE POWER
38,730
10 SHARED DISPOSITIVE POWER
24,034,902 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,073,632 (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)
44.8% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 170032-10-6 13D Page 6 of 19 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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 Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
37,215
8 SHARED VOTING POWER
24,034,902 (See Item 5)
9 SOLE DISPOSITIVE POWER
37,215
10 SHARED DISPOSITIVE POWER
24,034,902 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,072,117 (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)
44.7% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Amendment No. 37 to Schedule 13D is filed on behalf of
American Financial Group, Inc. ("American Financial"), American
Financial Corporation ("AFC"), and Carl H. Lindner, Carl H. Lindner III,
S. Craig Lindner and Keith E. Lindner (collectively, the "Lindner
Family") (American Financial, AFC and the Lindner Family are
collectively referred to as the "Reporting Persons"), to amend and
update the Schedule 13D most recently amended by AFC and Carl H. Lindner
on April 12, 1995, relative to the common capital stock par value $.33
per share ("Common Stock") issued by Chiquita Brands International, Inc.
("Chiquita").
The principal executive offices of Chiquita 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.
As of September 1, 1995, the Lindner Family beneficially owned
approximately 49.9% 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).
Through their ownership of American Financial common stock 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
and AFC.
Item 3. Source and Amount of Funds or Other Consideration.
Please see Item 5.
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Item 4. Purpose of the Transaction.
The Reporting Persons consider their beneficial ownership of
Chiquita equity securities as an investment which they continue to
evaluate. From time to time, the Reporting Persons may acquire
additional Chiquita equity securities or dispose of some or all of the
Chiquita equity securities which they beneficially own.
The Reporting Persons have substantial influence over the
management and operations of Chiquita and participate in the
formulation, determination and direction of business policies. Carl H.
Lindner is the Chairman of the Board and Chief Executive Officer, Keith
E. Lindner is the President and Chief Operating Officer and Fred J. Runk
and Thomas E. Mischell are Vice Presidents of Chiquita. In addition,
designees of American Financial constitute five of eight members on
Chiquita's Board of Directors. As a result of the foregoing, the
members of the Reporting Persons may be deemed to be controlling persons
of Chiquita.
Except as set forth in this Item 4, the Reporting Persons
presently have no plans or proposals that relate to or would result in
any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
On September 7, 1995, the 1,000,000 $1.32 Depositary Shares
beneficially owned by the Reporting Persons were converted pursuant to
their terms into a like number of shares of Chiquita Common Stock. In
addition, on that date Chiquita distributed 22,818 shares of Chiquita
Common Stock to GAI as the capitalized dividend on such $1.32 Depositary
Shares.
As of September 8, 1995, the Reporting Persons beneficially
owned 24,150,337 shares (or approximately 44.9% of the outstanding
shares) of Chiquita Common Stock as follows:
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Holder Number of Shares
Carl H. Lindner 39,490*
S. Craig Lindner 38,730*
Keith E. Lindner 37,215*
AAL 39,649
ACC 1,000,000
AEIC 75,717
AESIC 63,705
AESLIC 1,684,447
AFC 884,470
AGR 25,574
ANF 41,217
ASI 73,134
EAI 27,281
EPI 37,238
GAI 13,635,758
GALIC 2,672,572
INFIN 400,000
MCC 563,755
OSC 58,561
RICA 1,236,844
SHIC 5,135
SIC 644,543
SSLIC 29,065
TICO 18,227
TRANS 218,010
WIC 600,000
TOTAL 24,150,337
*Represents shares issuable pursuant to employee stock options
exercisable within sixty days.
AAL = American Alliance Insurance Company (a)
ACC = Atlanta Casualty Company (d)
AEIC = American Empire Insurance Company (a)
AESIC = Agricultural Excess and Surplus Insurance Company (a)
AESLIC = American Empire Surplus Lines Insurance Company (a)
AGR = Agricultural Insurance Company (a)
ANF = American National Fire Insurance Company (a)
ASI = American Spirit Insurance Company (a)
EAI = Eagle American Insurance Company (a)
EPI = Eden Park Insurance Company (a)
GAI = Great American Insurance Company ("GAI") (b)
GALIC = Great American Life Insurance Company (c)
INFIN = Infinity Insurance Company (d)
MCC = Mid-Continent Casualty Company (a)
OSC = Oklahoma Surety Company (a)
RICA = Republic Indemnity of American (d)
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SHIC = Seven Hills Insurance Company (a)
SIC = Stonewall Insurance Company (a)
SSLIC = Stonewall Surplus Lines Insurance Company (a)
TICO = TICO Insurance Company (a)
TRANS = Transport Insurance Company (a)
WIC = Windsor Insurance Company (d)
(a) 100% owned subsidiaries of GAI
(b) 100% owned subsidiary of AFC
(c) 81.4% owned subsidiary of American Financial
(d) 100% owned indirect subsidiary of American Financial
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Each company listed above shares with the Reporting Persons the
power to vote or to direct the voting of, and the power to dispose or to
direct the disposition of, the Chiquita Common Stock held by such
company.
Certain officers and directors of American Financial and AFC
beneficially own shares of Chiquita Common Stock.
Holder Number of Shares*
Ronald F. Walker 38,730
Fred J. Runk 125,129
Thomas E. Mischell 75,614
Robert C. Lintz 5,000
* Includes options exercisable within 60 days.
In addition, certain of these officers and directors are
participants in the Chiquita Savings and Investment Plan. The shares
held in the Plan are voted by the Plan trustees.
Fred J. Runk, Senior Vice President and Treasurer of American
Financial Group, Inc., purchased 99 shares at $13.71 on July 21, 1995
and 66 shares at $16.08 on August 30, 1995 of Chiquita common stock. As
of September 8, 1995 and within the past 60 days, to the best knowledge
and belief of the undersigned and other than as set forth herein, no
transactions involving Chiquita Common Stock had been engaged in by the
Reporting Persons, by American Financial's or AFC's directors or
executive officers.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be filed as Exhibits.
(1) Schedule referred to in Item 2.
(2) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
(3) Powers of Attorney executed in connection with filings
under the Securities Exchange Act of 1934, as amended.
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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: September 13, 1995 AMERICAN FINANCIAL GROUP, INC.
By: James E. Evans
James C. Kennedy, Secretary
AMERICAN FINANCIAL CORPORATION
By: James C. Kennedy
James C. Kennedy, Deputy General
Counsel and 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
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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. 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.
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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. 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. 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.
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. Fred J. Runk's principal occupation is as Senior Vice
President and Treasurer of American Financial.
8. 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,
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 AFC. Mr. Emmerich's address is 1201 Edgecliff
Place, Cincinnati, Ohio, 45206.
2. 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 AFC. Mr. Hunt's business address is 5000
Thanksgiving Tower, 1601 Elm Street, Dallas, Texas, 75201.
3. Alfred W. Martinelli's principal occupation is as Chairman
and Chief Executive Officer of Buckeye Management Company. He is
presently a director of AFC. Mr. Martinelli's business address is 100
Matsonford Road, Building 5, Suite 445, Radnor, Pennsylvania 19807.
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4. 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 AFC. Mr. Martin's
business address is 245 46th Avenue, St. Petersburg Beach, Florida
33706.
5. James E. Evans is Vice President and General Counsel of
AFC. His principal occupation is as Senior Vice President and General
Counsel of American Financial.
6. Sandra W. Heimann's principal occupation is as a Vice
President of AFC.
7. Robert C. Lintz's principal occupation is as a Vice
President of AFC.
8. Thomas E. Mischell is a Vice President of AFC. His
principal occupation is as Senior Vice President - Taxes of American
Financial.
9. Fred J. Runk is Vice President and Treasurer of AFC. His
principal occupation is as Senior Vice President and Treasurer of
American Financial.
The Lindner Family and American Financial may be deemed to be
controlling persons with respect to AFC.
Unless otherwise noted, the business address of American
Financial, AFC 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.
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 pro-
hibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
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Exhibit 2
AGREEMENT
This Agreement executed this 7th day of April, 1995, is by and
between American Premier Group, Inc. ("American Premier") and American
Financial Corporation ("AFC"), both Ohio corporations, 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 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 AFC and its subsidiaries pursuant to
Regulation Section 240.13d-3 promulgated under the Securities Exchange
Act of 1934, as amended;
WHEREAS, American Premier and AFC 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 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 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
By: /s/ James E. Evans
James E. Evans
Vice President & General Counsel
/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
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Exhibit 3
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
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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
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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
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<PAGE>
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
