<PAGE>
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
AMERICAN FINANCIAL GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than
the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
Title of each class of securities to which
transaction applies:
Aggregate number of securities to which
transaction applies:
Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined)
Proposed maximum aggregate value of transaction:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identity the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[LOGO]
AMERICAN FINANCIAL GROUP, INC.
One East Fourth Street
Cincinnati, Ohio 45202
Notice of Annual Meeting of Shareholders
and Proxy Statement
To be Held on May 9, 2000
Dear Shareholder:
We invite you to attend our Annual Meeting of Shareholders
on Tuesday, May 9, 2000, in Cincinnati, Ohio. At the meeting,
you will hear a report on our operations and have an opportunity
to meet your Company's directors and executives.
This booklet includes the formal notice of the meeting and
the proxy statement. The proxy statement tells you more about
the agenda and procedures for the meeting. It also describes how
your Board of Directors operates and provides information about
the director candidates.
All shareholders are important to us. We want your shares
to be represented at the meeting and urge you to promptly either
use our new telephone voting system, or complete, sign, date and
return your proxy form.
Sincerely,
Carl H. Lindner
Chairman of the Board and
Chief Executive Officer
Cincinnati, Ohio
March 31, 2000
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF AMERICAN FINANCIAL GROUP, INC.
Date: Tuesday, May 9, 2000
Time: 10:30 a.m. Eastern Daylight Savings
Time
Place: The Cincinnatian Hotel
Second Floor - Filson Room
601 Vine Street
Cincinnati, Ohio
Purpose: Election of Directors
Conduct Other business if properly raised
Record Date: February 29, 2000 - Only
shareholders of record at the close
of business on that date are
entitled to receive notice of and
to vote at the meeting.
Mailing Date: The approximate mailing date of
this proxy statement and
accompanying proxy form is
March 31, 2000.
Your vote is important. Whether or not you plan to attend the
meeting, shareholders may vote their shares (i) using the
telephone voting system described herein via a toll-free
telephone number available for use in the U.S. and Canada, or
(ii) by mailing a signed proxy form, which is the bottom portion
of the enclosed perforated form. If you do attend the meeting,
you may either vote by proxy or revoke your proxy and vote in
person. You may also revoke your proxy at any time before the
vote is taken at the meeting by written revocation, using the
telephone voting system, or by submitting a later-dated proxy
form.
<PAGE>
Table Of Contents
Page
GENERAL INFORMATION 1
ELECTION OF DIRECTORS 2
PRINCIPAL SHAREHOLDERS 3
MANAGEMENT 4
COMPENSATION 7
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS 14
INDEPENDENT AUDITORS 15
NOMINATIONS AND SHAREHOLDER PROPOSALS 15
REQUESTS FOR FORM 10-K 15
<PAGE>
GENERAL INFORMATION
Record Date; Shares Outstanding
As of February 29, 2000, the record date for determining
shareholders entitled to notice of and to vote at the meeting,
the Company had outstanding 57,071,421 shares of common stock.
This number does not include 20,031,654 shares held by
subsidiaries of AFG. Under Ohio law, shares held by subsidiaries
are not entitled to vote and are therefore not considered to be
outstanding for purposes of the meeting. Each share of
outstanding common stock is entitled to one vote on each matter
to be presented at the meeting. Abstentions (including
instructions to withhold authority to vote for one or more
nominees) and broker non-votes are counted for purposes of
determining a quorum but will not be cast with respect to any
item voted on at the meeting. As a result, abstentions and
broker non-votes will have no effect on the outcome of any matter
voted on at the meeting.
Cumulative Voting
Shareholders have cumulative voting rights in the election
of directors and one vote per share on all other matters.
Cumulative voting allows a shareholder to multiply the number of
shares owned on the record date by the number of directors to be
elected and to cast the total for one nominee or distribute the
votes among the nominees as the shareholder desires. Nominees
who receive the greatest number of votes will be elected. In
order to invoke cumulative voting, notice of cumulative voting
must be given in writing to the Secretary of the Company not less
than 48 hours before the time fixed for the holding of the
meeting.
Proxies and Voting Procedures
Registered shareholders may vote by using a toll-free
telephone number, by completing a proxy form and mailing it to
the proxy tabulator, or by attending the meeting and voting in
person. The telephone voting facilities will open on April 3,
2000, and close at 9:00 a.m. Eastern Daylight Savings Time on the
meeting date. The telephone voting facilities are open Monday
through Friday from 8:00 a.m. until 10:30 p.m. and on Saturdays
from 8:00 a.m. until 4:30 p.m. Eastern Daylight Savings Time.
The telephone voting procedures are designed to authenticate
shareholders by use of a proxy control number and personal
identification number ("PIN") to allow shareholders to confirm
that their instructions have been properly recorded.
<PAGE>
Shareholders whose shares are held in the name of a broker,
bank or other nominee should refer to their proxy card or the
information forwarded by such broker, bank or other nominee to
see what voting options are available to them.
To vote by telephone, shareholders should call 1-877-298-
0570, toll-free, using any touch-tone telephone and have their
proxy form ready. Shareholders will be asked to enter the proxy
control number and PIN, then follow simple recorded instructions.
To vote by mail, shareholders should complete and sign the bottom
portion of the proxy form and return only that portion to the
proxy tabulator in the reply envelope provided.
Solicitation of proxies through the mail, in person and
otherwise, is being made by management at the direction of AFG's
Board of Directors, without additional compensation. The cost
will be borne by AFG. In addition, AFG will request brokers and
other custodians, nominees and fiduciaries to forward proxy
soliciting material to the beneficial owners of shares held of
record by such persons, and AFG will reimburse them for their
expenses.
The execution of a proxy or vote by phone does not affect
the right to vote in person at the meeting, and a proxy or vote
by phone may be revoked by the person giving it prior to the
exercise of the powers conferred by it. A shareholder may revoke
a prior vote by communicating in writing to the Secretary of AFG
at the Company's principal offices or by properly executing and
delivering a proxy bearing a later date (or recording a later
telephone vote). In addition, persons attending the meeting in
person may withdraw their proxies.
If a choice is specified on a properly executed proxy form,
the shares will be voted accordingly. If a proxy form is signed
without a preference indicated, those shares will be voted "FOR"
the election of the eight nominees proposed by the Board of
Directors. The authority solicited by this Proxy Statement
includes discretionary authority to cumulate votes in the
election of directors. If any other matters properly come before
the meeting or any adjournment thereof, each properly executed
proxy form will be voted in the discretion of the proxies named
therein.
-2-
<PAGE>
Adjournment and Other Matters
Approval of a motion for adjournment or other matters
brought before the meeting requires the affirmative vote of a
majority of the shares voting at the meeting. Management knows
of no other matters to be presented at the meeting other than
those stated in this document.
PROPOSAL
Proposal No. 1 ELECTION OF DIRECTORS
The Board of Directors has nominated eight directors to hold
office until the next annual meeting of Shareholders and until
their successors are elected and qualified. If any of the
nominees should become unable to serve as a director, the proxies
will be voted for any substitute nominee designated by the Board
of Directors but, in any event, no proxy may be voted for more
than eight nominees. The eight nominees who receive the greatest
number of votes will be elected.
The nominees for election to the Board of Directors are:
Carl H. Lindner Theodore H. Emmerich
Keith E. Lindner James E. Evans
Carl H. Lindner III Thomas M. Hunt
S. Craig Lindner William R. Martin
All of these nominees were elected directors at the last
annual meeting of shareholders of the Company held on May 19,
1999. See "Management" and "Compensation" below for information
concerning the background, securities holdings, remuneration and
other matters relating to the nominees.
The Board of Directors recommends that shareholders vote FOR
the election of these eight nominees as directors.
-3-
<PAGE>
PRINCIPAL SHAREHOLDERS
The following shareholders are the only persons known by the
Company to own beneficially 5% or more of its outstanding common
stock as of February 29, 2000:
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership
-----------------------------------------
Obtainable
upon
Name and Address Exercise
of Common Stock of Options Percent of
Beneficial Owner Held (a) (b) Total Class (c)
- ----------------------- -------------- --------- --------- ---------
<S> <C> <C> <C> <C>
Carl H. Lindner
One East Fourth Street 2,206,984 (d) 304,700 2,511,684 4.4%
Cincinnati, Ohio 45202
Carl H. Lindner III
One East Fourth Street 5,579,072 (e) 449,454 6,028,526 10.5%
Cincinnati, Ohio 45202
S. Craig Lindner
One East Fourth Street 5,579,072 (f) 449,454 6,028,526 10.5%
Cincinnati, Ohio 45202
Keith E. Lindner
250 East Fifth Street 5,579,072 (g) 449,454 6,028,526 10.5%
Cincinnati, Ohio 45202
Paul V. Muething, Trustee
One East Fourth Street 3,878,855 (h) - 3,878,855 6.8%
Cincinnati, Ohio 45202
Joseph A. Pedoto, Trustee
49 East Fourth Street 3,982,902 (i) - 3,982,902 7.0%
Cincinnati, Ohio 45202
The American Financial
Group, Inc. Retirement 7,233,968 - 7,233,968 12.7%
and Savings Plan (j)
One East Fourth Street
Cincinnati, Ohio 45202
</TABLE>
(a) Unless otherwise noted, the holder has sole voting and
dispositive power with respect to the shares listed.
(b) Represents shares of common stock which may be acquired
within 60 days of February 29, 2000 through the exercise of, in
the case of Carl H. Lindner, market options, and in all other
cases, options granted under the Company's Stock Option Plan.
The Lindner family members listed above hold options (both vested
and unvested) to purchase the following numbers of shares of
common stock:
-4-
<PAGE>
Carl H. Lindner 304,700
Keith E. Lindner 588,454
Carl H. Lindner III 588,454
S. Craig Lindner 588,454
(c) The percentages of outstanding shares of common stock
beneficially owned (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934) by Carl H. Lindner III,
S. Craig Lindner and Keith E. Lindner are 9.3%, 9.1% and
13.0%, respectively, after attributing the shares held in
various trusts for the benefit of the minor children of S.
Craig Lindner and Carl H. Lindner III (for which Keith E.
Lindner acts as trustee with voting and dispositive power)
to Keith E. Lindner.
(d) Includes 1,418,468 shares held by his spouse and 85,591
shares held in a charitable foundation over which Mr.
Lindner has sole voting and dispositive power but no
pecuniary interest. Excludes 7,848,910 shares held in two
trusts for the benefit of his family for which third parties
act as trustees with voting and dispositive power.
(e) Includes 19,088 shares held by his spouse individually or in
a trust over which she has voting and dispositive power and
650,744 shares which are held in various trusts for the
benefit of his minor children for which Keith E. Lindner
acts as trustee with voting and dispositive power.
(f) Includes 71,425 shares held by his spouse as custodian for
their minor children or in a trust over which she has voting
and dispositive power and 775,714 shares which are held in
various trusts for the benefit of their minor children for
which Keith E. Lindner acts as trustee with voting and
dispositive power.
(g) Includes 341 shares held in a trust over which his spouse
has voting and dispositive power and excludes 1,426,458
shares (described in footnotes (e) and (f) above) which are
held in various trusts for the benefit of the minor children
of his brothers, Carl H. Lindner III and S. Craig Lindner,
over which Keith E. Lindner has sole voting and dispositive
power but no pecuniary interest.
(h) Includes 3,878,630 shares (of the 7,848,910 shares
referenced in footnote (d) above) which are held in a trust
for the benefit of the family of Carl H. Lindner over which
Mr. Muething has sole voting and dispositive power as
trustee but no pecuniary interest.
-5-
<PAGE>
(i) Includes 3,970,280 shares (of the 7,848,910 shares
referenced in footnote (d) above) which are held in a trust
for the benefit of the family of Carl H. Lindner over which
Mr. Pedoto has sole voting and dispositive power as trustee
but no pecuniary interest.
(j) The members of the Administrative Plan Committee of the
American Financial Group, Inc. Retirement and Savings Plan
(the "RASP") direct the voting of the securities held by the
RASP. Both of the members of such Committee are executives
of the Company.
Carl H. Lindner, S. Craig Lindner, Carl H. Lindner III,
Keith E. Lindner and trusts for their benefit (collectively, the
"Lindner Family") were the beneficial owners of approximately
48.3% of the Company's common stock at February 29, 2000. The
Lindner Family may be deemed to be controlling persons of the
Company.
<TABLE>
<CAPTION>
MANAGEMENT
The directors, nominees and executive officers of the
Company are:
Director or
Executive
Age* Position Since
---- ------------------------------- -----------
<S> <C> <C> <C>
Carl H. Lindner 80 Chairman of the Board and Chief 1959
Executive Officer
S. Craig Lindner 44 Co-President and a Director 1979
Keith E. Lindner 40 Co-President and a Director 1981
Carl H. Lindner III 46 Co-President and a Director 1980
Theodore H. Emmerich 73 Director 1988
James E. Evans 54 Senior Vice President and
General Counsel and a Director 1976
Thomas M. Hunt 76 Director 1982
William R. Martin 70 Director 1994
Philip Fasano 41 Senior Vice President - Chief 1999
Information Officer
Keith A. Jensen 48 Senior Vice President 1999
Thomas E. Mischell 52 Senior Vice President - Taxes 1985
Fred J. Runk 57 Senior Vice President and Treasurer 1978
*As of February 29, 2000
</TABLE>
-6-
<PAGE>
Carl H. Lindner (Chairman of the Executive Committee) Mr.
Lindner is the Chairman of the Board and Chief Executive Officer
of the Company. During the past five years, Mr. Lindner has also
been Chairman of the Board and Chief Executive Officer of
American Financial Corporation ("AFC"), a diversified financial
services company which became a subsidiary of the Company as a
result of a transaction occurring in April 1995. He is Chairman
of the Board of Directors of American Annuity Group, Inc. and
Chiquita Brands International, Inc. Mr. Lindner is the father
of Carl H. Lindner III, S. Craig Lindner and Keith E. Lindner.
S. Craig Lindner (Member of the Executive Committee) Since
March 1996, Mr. Lindner has served as Co-President and a director
of the Company. For over five years, Mr. Lindner has been
President of American Annuity Group, an 83%-owned subsidiary of
AFC that markets tax-deferred annuities principally to employees
of educational institutions and offers life and health insurance
products. Mr. Lindner is also President of American Money
Management Corporation, a subsidiary which provides investment
services for the Company and its affiliated companies. Mr.
Lindner is also a director of American Annuity Group and AFC.
Keith E. Lindner (Member of the Executive Committee) Since
March 1996, Mr. Lindner has served as Co-President and a director
of the Company. In March 1997, Mr. Lindner was named Vice
Chairman of the Board of Directors of Chiquita Brands
International, a worldwide marketer and producer of bananas and
other food products in which the Company has a 36% ownership
interest. For more than five years prior to that time, Mr.
Lindner had been President and Chief Operating Officer and a
director of Chiquita. Mr. Lindner is also a director of AFC.
Carl H. Lindner III (Member of the Executive Committee) Mr.
Lindner was President of the Company from February 1992 until he
became Co-President in March 1996. For approximately ten years,
Mr. Lindner has been principally responsible for the Company's
property and casualty insurance operations. Mr. Lindner is also a
director of AFC.
Theodore H. Emmerich (Chairman of the Audit Committee;
Member of the Compensation Committee) Prior to his retirement in
1986, Mr. Emmerich was managing partner of the Cincinnati office
of the independent accounting firm of Ernst & Whinney. He is
also a director of AFC, Carillon Fund, Inc., Carillon Investment
Trust, Gradison Custodial Trust, Gradison-McDonald Municipal
Custodial Trust, Gradison-McDonald Cash Reserve Trust and Summit
Investment Trust.
-7-
<PAGE>
James E. Evans Since April 1995, Mr. Evans has served as
Senior Vice President and General Counsel of the Company. For
more than five years, he has also been Vice President and General
Counsel of AFC. Mr. Evans is also a director of AFC.
Thomas M. Hunt (Member of the Compensation and Audit
Committees) During the past five years, Mr. Hunt has been
Chairman of the Board of Hunt Petroleum Corporation, an oil and
gas production company. He is also a director of AFC.
William R. Martin (Chairman of the Compensation Committee;
Member of the Audit Committee) During the past five years, Mr.
Martin has been Chairman of the Board of MB Computing, Inc., a
computer software and services company. Mr. Martin is also a
director of American Annuity Group and AFC.
Philip Fasano was named Senior Vice President and Chief
Information Officer of the Company in July 1999. Prior thereto,
he was the Executive Vice President and Chief Information Officer
with Deutsche Financial Services, a division of Deutsche Bank
International since June 1996. For more than five years
previously, he was a managing director with Bankers Trust Co.
Keith A. Jensen was named a Senior Vice President of the
Company in February 1999. Since February 1997, he has also been
Senior Vice President of American Annuity Group. For more than
five years prior thereto he was a partner with Deloitte & Touche
LLP, an independent accounting firm.
Thomas E. Mischell is Senior Vice President - Taxes of the
Company. He has served as a Vice President of AFC for over five
years.
Fred J. Runk is Senior Vice President and Treasurer of the
Company. He has served as Vice President and Treasurer of AFC
for more than five years.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires AFG's executive
officers, directors and persons who own more than ten percent of
AFG's common stock to file reports of ownership with the
Securities and Exchange Commission and to furnish AFG with copies
of these reports. The Company believes that all filing
requirements were met during 1999.
-8-
<PAGE>
Securities Ownership
The following table sets forth information, as of February
29, 2000, concerning the beneficial ownership of equity
securities of the Company and its subsidiaries by each director,
nominee for director, the executive officers named in the Summary
Compensation Table (see "Compensation" below) and by all
directors and executive officers as a group. Such information is
based on data furnished by the persons named. Except as set
forth in the following table, no director or executive officer
beneficially owned 1% or more of any class of equity security of
the Company or any of its subsidiaries outstanding at February
29, 2000.
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership (a) (b)
-------------------------------------------------
Shares of Common Stock
Name of Shares of Common Obtainable on Exercise
Beneficial Owner Stock Held of Options (c)
- ----------------------- ----------------- -----------------------
<S> <C> <C>
Carl H. Lindner (d) 2,206,984 (e) 304,700
Carl H. Lindner III (d) 5,579,072 (f) 449,454
S. Craig Lindner (d) 5,579,072 (g) 449,454
Keith E. Lindner (d) 5,579,072 (h) 449,454
Theodore H. Emmerich 12,277 10,273
James E. Evans 113,043 162,000
Thomas M. Hunt 12,144 10,273
William R. Martin 36,728 10,000
- -----------
All directors and executive
officers as a group (12 19,455,009 2,040,608
persons) (d)
</TABLE>
(a) Unless otherwise indicated, the persons named have sole
voting and dispositive power over the shares reported.
-9-
<PAGE>
(b) Does not include the following ownership interests in
subsidiaries of the Company: Messrs. Emmerich, Evans, Hunt,
S.C. Lindner and Martin, and all directors and executive
officers as a group beneficially own 1,561; 17,138; 382;
98,098; 19,070 and 268,986 shares, respectively, of the
common stock of American Annuity Group and Mr. Martin and
all directors and executive officers as a group beneficially
own 40,126 (1.4%) and 60,590 shares (2.1%), respectively, of
the preferred stock of AFC. Also excludes the following
ownership of Chiquita common stock: Messrs. Emmerich, C.H.
Lindner and K.E. Lindner, and all directors and executive
officers as a group beneficially own 1,000; 2,127,426;
16,698 and 2,371,472 (3.6%) shares, respectively.
(c) Consists of shares of common stock purchasable within 60
days of February 29, 2000 through the exercise of market
options and the vested portion of stock options granted
under the Company's Stock Option Plan.
(d) The shares set forth for Carl H. Lindner, Carl H. Lindner
III, S.C. Lindner and Keith E. Lindner and all directors
and officers as a group constituted 4.4%, 10.5%, 10.5%,
10.5% and 36.4%, respectively, of the common stock
outstanding at February 29, 2000. For information as to the
percentage of outstanding shares beneficially owned (within
the meaning of Rule 13d-3 under the Securities Exchange Act
of 1934) by such Lindner Family members, see "Principal
Shareholders."
(e) Includes 1,418,468 shares held by his spouse and 85,591
shares held in a charitable foundation over which Mr.
Lindner has sole voting and dispositive power but no
pecuniary interest. Excludes 7,848,910 shares held in
trusts for the benefit of his family for which third parties
serve as trustee.
(f) Includes 19,088 shares held by his spouse individually or in
a trust over which she has voting and dispositive power and
650,744 shares which are held in various trusts for the
benefit of his minor children for which Keith E. Lindner
acts as trustee with voting and dispositive power.
(g) Includes 71,425 shares held by his spouse as custodian for
their minor children or in a trust over which she has voting
and dispositive power and 775,714 shares which are held in
various trusts for the benefit of their minor children for
which Keith E. Lindner acts as trustee with voting and
dispositive power.
-10-
<PAGE>
(h) Includes 341 shares held in a trust over which his spouse
has voting and dispositive power and excludes 1,426,458
shares (described in footnotes (f) and (g) above) which are
held in various trusts for the benefit of the minor children
of his brothers, Carl H. Lindner III and S. Craig Lindner,
over which Keith E. Lindner has sole voting and dispositive
power but no pecuniary interest.
COMPENSATION
The following table summarizes the aggregate cash
compensation for 1999, 1998 and 1997 of the Company's Chairman of
the Board and Chief Executive Officer and its four other most
highly compensated executive officers during 1999 (the "Named
Executive Officers"). Such compensation includes amounts paid by
AFG and its subsidiaries and certain affiliates during the years
indicated.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- ---------------------------------------------------------------------
Long-Term
Annual Compensation Compensation
--------------------------------------
Securities
Other Underlying
Annual Options
Name Compensa- Granted All Other
And Salary Bonus tion (# of Compensation
Principal Position Year (a) (b) (c) Shares) (d)
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Carl H. Lindner 1999 $968,000 $600,000 $65,000 --- $70,000
Chairman of the 1998 968,000 697,000 190,000 --- 73,000
Board and Chief 1997 957,000 370,000 107,000 --- 75,000
Executive Officer
Keith E. Lindner 1999 968,000 600,000 56,000 50,000 44,000
Co-President 1998 968,000 697,000 22,000 40,000 47,000
1997 957,000 370,000 14,000 50,000 31,000
Carl H. Lindner III 1999 968,000 600,000 106,000 50,000 34,000
Co-President 1998 968,000 697,000 128,000 40,000 34,000
1997 957,000 370,000 117,000 50,000 34,000
S. Craig Lindner 1999 968,000 600,000 75,000 50,000 33,000
Co-President 1998 968,000 697,000 184,000 40,000 33,000
1997 957,000 370,000 132,000 50,000 34,000
James E. Evans 1999 968,000 580,000 2,000 45,000 36,000
Senior Vice 1998 968,000 670,000 4,000 35,000 787,000
President and 1997 957,000 350,000 2,000 30,000 37,000
General Counsel
</TABLE>
(a) This column includes salary paid by Chiquita to Carl H.
Lindner of $50,000 in 1999, $100,000 in 1998, and $200,000
in 1997, and to Keith E. Lindner of $50,000 in 1999,
$100,000 in 1998, and $381,000 in 1997.
-11-
<PAGE>
(b) Bonuses are for the year shown, regardless of when paid.
Approximately one-fourth of the bonuses for each individual
was paid in shares of AFG common stock.
(c) This column includes amounts for personal homeowners and
automobile insurance coverage, and the use of corporate
aircraft and automobile service as follows.
Aircraft &
Name Year Insurance Automobile
- ----------------------------------------------------------------
Carl H. Lindner 1999 $21,000 $ 44,000
1998 16,000 174,000
1997 19,000 88,000
Keith E. Lindner 1999 42,000 14,000
1998 11,000 11,000
1997 6,000 8,000
Carl H. Lindner III 1999 29,000 77,000
1998 28,000 100,000
1997 23,000 94,000
S. Craig Lindner 1999 32,000 43,000
1998 43,000 141,000
1997 26,000 106,000
James E. Evans 1999 -- 2,000
1998 -- 4,000
1997 -- 2,000
(c) Includes Company or subsidiary contributions or allocations
under the (i) defined contribution retirement plans and (ii)
employee savings plan in which the following Named Executive
Officers participate (and related accruals for their benefit
under the Company's benefit equalization plan which generally
makes up certain reductions caused by Internal Revenue Code
limitations in the Company's contributions to certain of the
Company's retirement plans) and Company paid group life insurance
as set forth below. For Mr. Evans only, this column also
includes a special 1998 cash bonus of $750,000.
-12-
<PAGE>
<TABLE>
<CAPTION>
AFG Retire-
Auxiliary ment Savings Directors' Term
Name Year RASP Plan Plan Fees Life
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Carl H. Lindner 1999 $20,400 $9,600 $2,000 $15,000 $23,000
1998 20,400 9,600 -- 15,000 28,000
1997 30,000 -- 2,000 15,000 28,000
Keith E. Lindner 1999 20,400 9,600 12,000 -- 2,000
1998 20,400 9,600 16,000 -- 1,000
1997 30,000 -- -- -- 1,000
Carl H. Lindner III 1999 20,400 9,600 2,000 -- 2,000
1998 20,400 9,600 2,000 -- 2,000
1997 30,000 -- 2,000 -- 2,000
S. Craig Lindner 1999 20,400 9,600 2,000 -- 1,000
1998 20,400 9,600 2,000 -- 1,000
1997 30,000 -- 2,000 -- 2,000
James E. Evans 1999 20,400 9,600 2,000 -- 4,000
1998 20,400 9,600 2,000 -- 5,000
1997 30,000 -- 2,000 -- 5,000
</TABLE>
Stock Options
The tables set forth below disclose stock options granted
to, or exercised by, the Named Executive Officers during 1999,
and the number and value of unexercised options held by them at
December 31, 1999.
<TABLE>
<CAPTION>
OPTION GRANTS IN 1999
Individual Grants
------------------------------------- Potential Realizable
Number of Percent Exercise Value at Assumed
Securities of Price Annual Rates of Stock
Underlying Total per Price
Options Options Share Appreciation for
Grant- (fair Option
ed to market Term (b)
Granted (a) Employ value Expira- ---------------------
Name (# of ees in at date tion 5% 10%
shares) 1999 of Date
grant)
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Carl H. Lindner - - - - - - -
Keith E. Lindner AFG 50,000 5.3% $35.69 2/26/09 $1,122,262 $2,844,033
S. Craig Lindner AFG 50,000 5.3% $35.69 2/26/09 $1,122,262 $2,844,033
Carl H. Lindner AFG 50,000 5.3% $35.69 2/26/09 $1,122,262 $2,844,033
III
James E. Evans AFG 45,000 4.8% $35.69 2/26/09 $1,010,036 $2,559,630
- --------
Stock Appreciation for All AFG
Shareholders - 57,071,421 shares (c) $1,812,873,688 $3,777,842,713
</TABLE>
-13-
<PAGE>
(a) The options were granted under the Company's Stock Option
Plan and cover Company common stock. They vest (become
exercisable) to the extent of 20% per year, beginning one
year from the respective dates of grant, and become fully
exercisable in the event of death or disability or in the
event of involuntary termination of employment without cause
within one year after a change of control of the Company.
(b) Represents the hypothetical future values that would be
realizable if all of the options were exercised immediately
prior to their expiration in 2009 and assuming that the
market price of the Company's common stock had appreciated
in value through the year 2009 at the annual rate of 5% (to
$58.14 per share) or 10% (to $92.57 per share). Such
hypothetical future values have not been discounted to their
respective present values, which are lower.
(c) On December 31, 1999, the closing price of AFG common stock
on the New York Stock Exchange was $26.375. The gain shown
for All Shareholders is based on the difference between that
price and the share price shown for the above options at
the option expiration dates (to $58.14 and $92.57 per
share).
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN 1999 AND 1999 YEAR-END OPTION VALUES
Number of
Securities Value of Unexercised
Shares Underlying In-the-Money Options
Acquired Unexercised at Year End (a)
on Options
Exercise at Year End ------------------------
(# of Value Unexer- Exer- Unexer-
Name Company Shares) Realized Exercisable cisable cisable cisable
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Carl H. Lindner AFG 51,818 $534,555 - - - -
Carl H. Lindner AFG 1,091 $11,246 421,454 112,000 $944,527 $-0-
III
S. Craig Lindner AFG 1,091 $10,246 343,817 189,637 $764,487 $186,717
Keith E. Lindner AFG 1,091 $10,977 341,454 192,000 $753,857 $192,400
James E. Evans AFG - - 140,000 121,000 $ -0- $-0-
</TABLE>
(a) The value of unexercised in-the-money options is calculated
based on the New York Stock Exchange closing market price of
the Company's common stock on December 31, 1999. This price
was $26.375 per share.
-14-
<PAGE>
Compensation Committee Report
The Compensation Committee of the Board of Directors
consists of three directors, none of whom is an employee of the
Company or any of its subsidiaries. The Committee's functions
include reviewing and making recommendations to the Board of
Directors with respect to the compensation of the Company's
senior executive officers, as defined from time to time by the
Board. The term "senior executive officers "currently includes
the Chairman of the Board and Chief Executive Officer (the
"CEO"), the Co-Presidents and each other executive officer whose
annual base salary exceeds $500,000. The Compensation Committee
has the exclusive authority to grant stock options under the
Company's Stock Option Plan to employees of the Company and its
subsidiaries, including senior executive officers.
Compensation of Executive Officers. The Company's
compensation policy for all executive officers of the Company has
three principal components: annual base salary, annual incentive
bonuses and stock option grants. Before decisions were made
regarding 1999 compensation for senior executives, the Committee
had discussions with senior executives to solicit their thoughts
regarding compensation. Based in part on such discussions as
well as the Committee's review of the Company's financial results
for the preceding year, the Committee deliberated, formed its
recommendations, and presented its determinations regarding
salary and bonus to the full Board for its review and approval.
The compensation decisions discussed in this report conformed
with recommendations made by the Committee, the CEO and the Co-
Presidents.
Annual Base Salaries. The Committee approved annual base
salaries and salary increases for senior executive officers that
were appropriate, in the Committee's subjective judgment, for
their respective positions and levels of responsibilities. The
Committee approved the 1999 salaries of the CEO and the Co-
Presidents, noting that such salaries would be at the same rates
in 1999 as in 1998 and the latter part of 1997.
Annual Bonuses. As in 1996, 1997 and 1998, the Committee
developed an annual bonus plan for the CEO, the Co-Presidents and
the senior executive officers that would make a substantial
portion of their total compensation dependent on the Company's
performance, including achievement of pre-established earnings
per share targets.
-15-
<PAGE>
The annual bonus plan for 1999 made 50% of each
participant's annual bonus dependent on the Company attaining
certain earnings per share targets. The other 50% is based on
the Company's overall performance, as subjectively determined by
the Committee with respect to each senior executive officer
participating in the annual bonus plan. A significant aspect of
the 1999 annual bonus plan (as in prior years) is that it
provided that 25% of any bonuses be paid in common stock. As in
the grant of stock options discussed below, the Committee
believes that payment of a substantial portion of annual bonuses
in common stock align further the interests of the Company's
senior executives with those of its shareholders. The Committee
included the CEO and the Co-Presidents as participants in the
1999 Annual Bonus Plan; the Executive Committee took action to
also have certain of the Senior Vice Presidents as participants.
The Committee recommended to the Board the earnings per share
targets.
Under the 1999 annual bonus plan, the bonus target amount
for the CEO and each of the Co-Presidents was $950,000 with 0% to
175% of $475,000 (50% of $950,000) to be paid depending on the
Company achieving certain 1999 earnings per share allocable to
insurance operations (the "EPS Component") and 0% to 175% of
$475,000 to be paid based on the Company's overall performance,
as subjectively determined by the Committee (the "Company
Performance Component"). The earnings per share target which
would result in the payment of 100% of the EPS Component bonus
was set by the Committee at $2.75. In recommending the 1999
annual bonus plan to the Board for adoption, the Committee noted
that no bonus should be paid under the plan if 1999 earnings per
share from insurance operations are less than $2.06 (75% of the
1999 EPS target). The Company's 1999 earnings per share from
insurance operations were $2.50 per share, 91% of the target
amount. The Committee used a straight line interpolation method
to determine what percentage of the EPS Component bonus should be
paid. This resulted in approximately 64% of the bonus target
amount attributable to the EPS Component ($303,000) being paid to
the CEO and Co-Presidents.
-16-
<PAGE>
The Committee then evaluated the Company's performance
during 1999. The Committee considered a number of factors in
discussions of such performance with senior executives, with no
relative weight being given to any specific factor. In
determining that each of the CEO and the Co-Presidents should
receive approximately $300,000 (approximately 62.5% of the target
amount under the Company Performance Component), the Committee
concluded that a number of 1999 developments enhanced the value
and operations of the Company. These included the upgrade by a
major rating agency of the Company's debt rating and financial
strength rating, the successful and timely completion of a debt
offering and the use of its proceeds primarily to pay off higher
cost debt, the Company's information technologies initiative and
overhaul and rolling out of its e-business effort, the
commutation of a reinsurance agreement to the Company's benefit,
and the maintenance of the Company's debt-to-capital ratio in a
range desirable for investment grade companies. Somewhat
offsetting these positive developments, the Committee noted that
the price of the Company's common stock declined markedly in
1999, noting that the Company's stock price decline was generally
in line with the common stock price declines of many other
insurance holding companies. The Board adopted all of the
Committee's recommendations with respect to the determination of
amounts paid under the annual bonus plan for 1999. Under the
1999 Plan, 25% of the bonus payment was paid in common stock.
The annual base salary and bonuses received by the CEO and
the Co-Presidents from the Company and its affiliates are
virtually identical because the Committee views them as working
as a management team whose skills and areas of expertise
complement each other.
-17-
<PAGE>
Stock Option Grants. Stock options represent an important
part of the Company's performance-based compensation system. The
Committee believes that Company shareholders' interests are well
served by aligning the Company's senior executives' interests
with those of its shareholders through the grant of stock options
in addition to paying a portion of any annual bonus in common
stock. Options under the Company's Stock Option Plan are granted
at exercise prices equal to the fair market value of common stock
on the date of grant and vest at the rate of 20% per year. The
Committee believes that these features provide an optionee with
substantial incentive to maximize the Company's long-term
success. Options for 55,000 shares were granted to the Co-
Presidents and additional options were granted to the other
senior executives of the Company in 2000. In considering option
grants to the Co-Presidents, the Committee noted that each Co-
President received 5.8% of the total options granted thus far in
2000. No options were granted to the CEO in 2000.
Members of the
Compensation Committee: William R. Martin, Chairman
Theodore H. Emmerich
Thomas M. Hunt
Certain Transactions
AFG and its subsidiaries have had and expect to continue to
have transactions with AFG's directors, officers, principal
shareholders, their affiliates and members of their families.
AFG believes that the financial terms of these transactions are
comparable to those that would apply to unrelated parties and are
fair to AFG.
Members of the Lindner Family are the principal owners of
Provident Financial Group, Inc. ("Provident"). AFC provides
security guard and surveillance services at the main office of
Provident for which Provident paid $100,000 in 1999. Provident
leases its main banking and corporate office from AFG for which
Provident paid rent of $2,538,000 in 1999. A subsidiary of
Provident leases equipment to subsidiaries of AFG for which
Provident was paid an aggregate of $655,000 during 1999. A
subsidiary of AFG provided payroll-processing services to
Provident in 1999 for which Provident paid $70,000.
-18-
<PAGE>
Coupons redeemable for ice cream, and certificates
redeemable for tickets to a home Cincinnati Reds Major League
Baseball game, were given as gifts to employees at the 1999
Company Christmas party. During 1999, AFG paid $127,000 to
United Dairy Farmers, Inc. for the ice cream coupons and grocery
items. UDF is owned by one of Carl H. Lindner's brothers and his
family. If all of the baseball certificates are redeemed for the
highest priced seat during the 2000 Cincinnati Reds season, AFG
will pay the Reds approximately $380,000. Carl H. Lindner is the
Chief Executive Officer of the Reds. In addition, a subsidiary
of AFG, and a company owned by Carl H. Lindner, Carl H. Lindner
III, Keith E. Lindner and S. Craig Lindner, both own shares in
the Reds.
During 1999, AFG and its subsidiaries chartered an aircraft
from an entity owned by one of Carl H. Lindner's brothers. The
total charges for such aircraft usage were $402,000.
In July 1997, Carl H. Lindner and a subsidiary of AFG
purchased 51% and 49%, respectively, of common stock of a newly
incorporated entity formed to acquire the assets of a company
engaged in the production of ethanol. The AFG subsidiary
invested $4.9 million and Mr. Lindner invested $5.1 million; the
asset purchase was completed in December 1997. Certain AFG
subsidiaries have entered into a credit facility under which the
ethanol producer may borrow up to $10 million at a rate of prime
plus 3% per annum. There were no borrowings outstanding under
this facility in 1999. In September 1998, the ethanol producer
borrowed $4 million from an AFG subsidiary under a subordinated
note bearing interest at the rate of 14%. During 1999, the
ethanol producer paid interest of $568,000 under the subordinated
note.
During 1999, the law firm of Keating, Muething & Klekamp,
P.L.L. provided legal services to AFG and its subsidiaries, for
which it was paid $769,000. This law firm leases its offices
from an AFG subsidiary, for which the AFG subsidiary was paid
rent of $1,507,000 in 1999. Paul V. Muething, a partner in the
firm, is the trustee of a trust for the benefit of members of the
Lindner family. See "Principal Shareholders."
An AFG subsidiary is the lender under a credit agreement
with American Heritage Holding Corporation, a Florida-based
homebuilder which is 49% owned by AFG and 11% owned by a brother
of Carl H. Lindner. The homebuilder may borrow up to $8 million
at 13% per annum, with interest deferred and added to principal.
The highest outstanding balance owed to the AFG subsidiary during
1999 and the balance at year-end was $8.3 million.
-19-
<PAGE>
Performance Graph
The following graph compares the cumulative total
shareholder return on the Company's common stock with the
cumulative total return of the Standard & Poor's ("S&P") 400
Midcap Index and the S&P Property-Casualty Insurance Index.
(Assumes $100 invested on December 31, 1994 in American Premier
Underwriters Inc. common stock (as the predecessor to AFG) and
the two indexes, including reinvestment of dividends.)
S&P Property-
AFG Common S&P 400 Midcap Casualty Insurance
Date Stock Index Index
- -------- ----------- ---------------- -------------------
12/31/94 100 100 100
12/31/95 122 131 135
12/31/96 155 156 164
12/31/97 170 205 234
12/31/98 189 244 213
12/31/99 117 280 155
Directors' Compensation
Pursuant to the Non-Employee Directors' Compensation Plan
(the "Directors' Plan"), all directors who are not officers or
employees of the Company are paid the following fees: an annual
retainer of $40,000; an additional annual retainer of $12,000 for
each Board Committee on which the non-employee director serves;
and an attendance fee of $1,000 for each Board or Committee
meeting attended. Non-employee directors who become directors
during the year receive a pro rata portion of these annual
retainers. The retainers and fees to be paid under the
Directors' Plan are reviewed by the Board of Directors from time
to time and are subject to change at its discretion.
In order to align further the interests of the Company's non-
employee directors with the interests of shareholders, the
Directors' Plan provides that a minimum of 50% of such directors'
annual retainers are paid through the issuance of shares of AFG
common stock.
-20-
<PAGE>
The Board of Directors has a program under which a retiring
Company director (other than an officer or employee of the
Company or any of its subsidiaries) will, if he has met certain
eligibility requirements, receive upon his retirement (in a lump
sum or, at his election, in deferred payments) an amount equal to
five times the then current annual director's fee. For purposes
of this program, retirement means resignation as a Company
director or not being nominated for reelection by shareholders as
a Company director. To be eligible for the retirement benefit, a
person must have served as a Company director for at least four
years while not an officer or employee of the Company or any of
its subsidiaries. In addition, a Company director will not
become eligible for the retirement benefit until reaching age 55.
A director who receives a retirement benefit must provide
consulting services to the Company on request for five years
following retirement without further compensation (except
reimbursement for expenses). Under the program, a death benefit
equal to the retirement benefit will be paid (in lieu of any
retirement benefit under the program) to the designated
beneficiary or legal representative of any person who dies while
serving as a Company director, whether or not eligible for a
retirement benefit at time of death. This death benefit will not
be available to a director who at any time during the two years
immediately preceding death was an officer or employee of the
Company or any of its subsidiaries.
In addition to providing for the grant of stock options to
key employees, the Stock Option Plan provides for automatic
annual grants of options to each non-employee director of the
Company. During 1999, each non-employee director was granted an
option under the foregoing provisions of the Stock Option Plan to
purchase 1,000 shares at an exercise price of $33.72 per share on
June 1, 1999, the exercise price being the fair market value of
the Company's common stock on the date of grant.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Company's Board of Directors held two meetings and took
action in writing ten times in 1999. The Company's Board of
Directors has an Executive Committee, an Audit Committee and a
Compensation Committee. There is no Nominating Committee.
-21-
<PAGE>
Executive Committee: The Executive Committee consists
of Carl H. Lindner (Chairman), Carl H. Lindner III, S. Craig
Lindner and Keith E. Lindner. The Committee's functions include
analyzing the future development of the business affairs and
operations of the Company, including further expansion of
businesses in which the Company is engaged and acquisitions and
dispositions of businesses. With certain exceptions, the
Executive Committee is generally authorized to exercise the
powers of the Board of Directors between meetings of the Board of
Directors. The Executive Committee consulted among themselves
informally many times throughout the year and took action in
writing on sixteen occasions in 1999.
Audit Committee. The Audit Committee consists of Theodore
H. Emmerich (Chairman), Thomas M. Hunt (elected in October 1999)
and William R. Martin. None are officers or employees of the
Company or any of its subsidiaries. The Committee's functions
include recommending to the Board of Directors the engagement of
independent accounting firms to audit the financial statements of
the Company and its subsidiaries and to provide other audit-
related services and recommending the terms of such firms'
engagements; reviewing the engagement of independent accounting
firms to provide non-audit services, including the terms of their
engagements; reviewing the adequacy and implementation of the
Company's internal audit function; reviewing the policies,
procedures and principles of the management of the Company for
purposes of conformity to the standards required by the Foreign
Corrupt Practices Act; establishing procedures designed to
provide and encourage timely access to the Committee by the
independent accounting firms engaged by the Company, its internal
audit department and its principal financial officers; and
conducting such investigations relating to the Company's
financial affairs as the Committee or the Board of Directors
deems desirable. The Committee's functions also include
supervising, reviewing and reporting to the Board of Directors on
the performance of management committees of the Company
responsible for the administration of the employee benefit plans
of the Company and its subsidiaries. The Audit Committee met
four times in 1999.
Compensation Committee The Compensation Committee consists
of William R. Martin (Chairman), Theodore H. Emmerich and Thomas
M. Hunt. The functions of the Compensation Committee are
discussed under "Compensation - Compensation Committee Report."
The Compensation Committee met two times and took action in
writing on six occasions in 1999.
-22-
<PAGE>
INDEPENDENT AUDITORS
The accounting firm of Ernst & Young LLP served as the
Company's independent auditors for the fiscal year ended December
31, 1999. Representatives of that firm will attend the meeting
and will be given the opportunity to comment, if they so desire,
and to respond to appropriate questions that may be asked by
shareholders. No auditor has yet been selected for the current
year because it is generally the practice of the Company not to
select independent auditors prior to the annual shareholders
meeting.
NOMINATIONS AND SHAREHOLDER PROPOSALS
In accordance with the Company's Code of Regulations (the
"Regulations"), the only candidates eligible for election at a
meeting of shareholders are candidates nominated by or at the
direction of the Board of Directors and candidates nominated at
the meeting by a shareholder who has complied with the procedures
set forth in the Regulations. Shareholders will be afforded a
reasonable opportunity at the meeting to nominate candidates for
the office of director. However, the Regulations require that a
shareholder wishing to nominate a director candidate must have
first given the Secretary of the Company at least five and not
more than thirty days prior written notice setting forth or
accompanied by (a) the name and residence of the shareholder and
of each nominee specified in the notice, (b) a representation
that the shareholder was a holder of record of the Company's
voting stock and intended to appear, in person or by proxy, at
the meeting to nominate the persons specified in the notice and
(c) the consent of each such nominee to serve as director if so
elected.
The Proxy Form used by AFG for the annual meeting typically
grants authority to management's proxies to vote in their
discretion on any matters that come before the meeting as to
which adequate notice has not been received. In order for a
notice to be deemed adequate for the 2001 annual meeting, it must
be received by February 14, 2001. In order for a proposal to be
considered for inclusion in AFG's proxy statement for that
meeting, it must be received by January 20, 2001.
-23-
<PAGE>
REQUESTS FOR FORM 10-K
The Company will send, upon written request, without charge,
a copy of the Company's most current Annual Report on Form 10-K
to any shareholder who writes to Fred J. Runk, Senior Vice
President and Treasurer, American Financial Group, Inc., One East
Fourth Street, Cincinnati, Ohio 45202.
-24-
<PAGE>
[LOGO]
American Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
<PAGE>
AMERICAN FINANCIAL GROUP, INC.
Proxy for Annual Meeting
Registration Name and Address
The undersigned hereby appoints James C. Kennedy and Karl J.
Grafe, and either of them, attorneys and proxies, with the power
of substitution to each, to vote all shares of Common Stock of
the Company that the undersigned would be entitled to vote at the
Annual Meeting of Shareholders of the Company to be held on
May 9, 2000 at 10:30 A.M., and at their discretion to cumulate
votes in the election of directors (if cumulative voting is
invoked by a shareholder through proper notice to the Company),
and on such other matters as may properly come before the meeting
or any adjournment thereof.
The Board of Directors recommends a vote FOR the following Propo
sals:
1. Proposal to Elect Directors
/ / FOR AUTHORITY to elect the / / WITHHOLD AUTHORITY to
nominees listed below (except vote for every nominee
those whose names have been listed below
crossed out)
Carl H. Lindner Carl H. Lindner III S. Craig Lindner
Keith E. Lindner Theodore H. Emmerich James E. Evans
Thomas M. Hunt William R. Martin
DATE: ___________________, 2000 SIGNATURE:
_____________________________
SIGNATURE:
_____________________________
(if held jointly)
Important: Please sign
exactly as name appears
hereon indicating, where
proper, official position or
representative capacity. In
case of joint holders, all
should sign.
The named proxy holders will vote the shares represented by this
proxy in the manner indicated. Unless a contrary direction is
indicated, the proxy holders will, except to the extent they
exercise their discretion to cumulate votes in the election of
directors, vote such shares "FOR" the proposals. If cumulative
voting is invoked by a shareholder through proper notice to the
Company, unless a contrary direction is indicated, this proxy
will give the proxy holders authority, in their discretion, to
cumulate all votes to which the undersigned is entitled in
respect of the shares represented by this proxy and allocate them
in favor of any one or more of the nominees for director if any
situation arises which, in the opinion of the proxy holders,
makes such action necessary or desirable. If any further matters
properly come before the meeting, such shares shall be voted on
such matters in accordance with the best judgment of the proxy
holders.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
If you have any questions about voting your shares with this
form,
Please call 1-800-368-3417 or 513-579-2414
<PAGE>
VOTE BY TELEPHONE
It's easy, convenient, and your vote is recorded
immediately.
Call TOLL-FREE using a Touch-Tone Phone
1-877-298-0570
(Cincinnati area use 579-6707)
Follow these easy steps:
1. Review the accompanying Proxy Statement and Proxy Form
and have them near by when you call.
2. Call the Toll Free number 1-877-298-0570 or the
Cincinnati area local number 579-6707.
3. Enter the 6 digit Proxy Number located in the gray
shaded area above the list of proposals on your proxy form.
4. Enter the 6 digit PIN Number located in the same gray
shaded area.
5. Follow the recorded instructions.
Telephone voting is available Monday - Friday, 8:00 a.m. to
10:30 p.m. Eastern Time and Saturday 8:00 a.m. to 4:30 p.m.
Eastern Time.
Telephone voting will close one hour before the
start of the meeting.
Your Vote is Important!
1-877-298-0570
