<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 53)
CITICASTERS INC.
(Name of Issuer)
Class A Common Stock, $.01 Par Value
(Title of Class of Securities)
172936-10-6
(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 5, 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 26 Pages
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CUSIP NO. 172936-10-6 13D Page 2 of 26 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
5,044,593 (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
5,044,593 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,044,593 (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)
37.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
HC
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CUSIP NO. 172936-10-6 13D Page 3 of 26 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
1,740,794 (See Item 5)
9 SOLE DISPOSITIVE POWER
---
10 SHARED DISPOSITIVE POWER
1,740,794 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,740,794 (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)
12.9%
14 TYPE OF REPORTING PERSON*
HC
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CUSIP NO. 172936-10-6 13D Page 4 of 26 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
2,319,796
8 SHARED VOTING POWER
5,044,593 (See Item 5)
9 SOLE DISPOSITIVE POWER
2,319,796
10 SHARED DISPOSITIVE POWER
5,044,593 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,364,389 (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)
54.7% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 172936-10-6 13D Page 5 of 26 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
5,044,593 (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
5,044,593 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,044,593 (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)
37.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 172936-10-6 13D Page 6 of 26 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
45,000
8 SHARED VOTING POWER
5,044,593 (See Item 5)
9 SOLE DISPOSITIVE POWER
45,000
10 SHARED DISPOSITIVE POWER
5,044,593 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,089,593 (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)
37.8% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 172936-10-6 13D Page 7 of 26 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
12,000
8 SHARED VOTING POWER
5,044,593 (See Item 5)
9 SOLE DISPOSITIVE POWER
12,000
10 SHARED DISPOSITIVE POWER
5,044,593 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,056,593 (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)
37.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Amendment No. 53 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 $.01 par value Class
A Common Stock ("Class A Common Stock,") issued by Citicasters Inc.
("Citicasters").
The principal executive offices of Citicasters are located at
One East Fourth 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). At that date, AFC beneficially owned 82.6% of the
outstanding common stock of AFEI and its designees constituted a
majority of AFEI's Board of Directors. Additionally, certain officers
and executives of AFC also serve as officers of AFEI.
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 4. Purpose of the Transaction.
On August 28, 1995, Citicasters announced that it had entered
into an agreement with OmniAmerica Group, Inc. ("Omni") pursuant to
which Citicasters agreed to acquire Omni through a merger transaction.
Under the terms of the Merger Agreement, Citicasters is expected to
issue 2.75 million shares of its common stock to the current
shareholders of Omni.
The Reporting Persons consider their beneficial ownership of
Citicasters equity securities as an investment which they continue to
evaluate. Although they have no present plans to do so, from time to
time the Reporting Persons may acquire additional Citicasters equity
securities or dispose of some or all of the Citicasters equity
securities which they beneficially own.
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The Reporting Persons have substantial influence over the
management and operations of Citicasters and participate in the
formulation, determination and direction of business policies. Carl H.
Lindner is the Chairman of the Board and Chief Executive Officer of
Citicasters; S. Craig Lindner is a member of the Citicasters Board of
Directors. Designees of the Reporting Persons (including Carl H.
Lindner and S. Craig Lindner) constitute four of six members on
Citicasters' Board of Directors. As a result of the foregoing, the
Reporting Persons may be deemed to be controlling persons of
Citicasters.
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.
As of September 8, 1995, the Reporting Persons beneficially
owned 7,421,389 shares (or approximately 55.1% of the outstanding
shares) of Citicasters Common Stock as follows:
Holder Number of Shares (a)
GAI 3,051,799 (b)
AFEI 1,740,794
SIC 252,000 (c)
Carl H. Lindner 2,172,009
CHL Foundation 147,787 (d)
S. Craig Lindner 45,000 (e)
Keith E. Lindner 12,000 (f)
Total: 7,421,389
(a) As adjusted to reflect the three for two stock split effective
May 1995.
(b) GAI = Great American Insurance Company, 100% owned by AFC.
(c) SIC = Stonewall Insurance Company, 100% owned by AFC.
(d) CHL Foundation = The Carl H. Lindner Foundation, a charitable
foundation. CHL has voting power over the securities held
therein.
(e) Includes 33,000 shares held by his spouse as custodian for
their minor children or in a trust over which his spouse has
voting and investment power.
(f) These shares are held in a trust for the benefit of the minor
children of his brother, S. Craig Lindner over which Keith E.
Lindner has sole voting and investment power but no financial
interest.
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Certain officers and directors of American Financial, AFC and
AFEI beneficially own shares of Citicasters Common Stock as follows:
Holder Number of Shares
James E. Evans 60,000
Fred J. Runk 30,040
Thomas E. Mischell 17,346
Sandra W. Heimann 74,326
Robert C. Lintz 30,000
Ronald F. Walker 30,000
On July 17, 1995 and August 30, 1995 Fred J. Runk purchased 4
shares at $27.75 and 66 shares at $37.50, respectively. As of September
8, 1995, and within the last 60 days, to the best knowledge and belief
of the undersigned, other than as described herein, no transactions
involving Citicasters' equity securities had been engaged in by the
Reporting Persons or by the directors or executive officers of American
Financial, AFC or AFEI.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with the proposed merger transaction between
Citicasters and Omni referred to in Item 4, American Financial and Carl
H. Lindner have entered into a voting agreement (the form of which is
attached hereto as Exhibit 2) pursuant to which American Financial and
Carl H. Lindner have agreed to vote in favor of the merger at any
meeting of Citicasters' shareholders called for that purpose.
Item 7. Material to be filed as Exhibits.
(1) Schedule referred to in Item 2.
(2) Voting Agreement dated September 5, 1995 referred to in
Item 6.
(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.
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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 C. Kennedy
James C. Kennedy, Secretary
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, 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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<PAGE>
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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<PAGE>
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.
American Financial Enterprises, Inc., a Connecticut corporation
("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 is 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.
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<PAGE>
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.
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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<PAGE>
Exhibit 2
VOTING AGREEMENT
THIS VOTING AGREEMENT ("Voting Agreement") is made as of
September 5, 1995 by and among ____________________, as representative
for the "Target Holders" (as defined in the Plan of Acquisition,
Reorganization and Merger dated as of September 5, 1995 (the
"Agreement") by and among CBGC, Inc., Citicasters Inc., Citicasters
Acquisition, Inc. and said Target Holders), CARL H. LINDNER ("CHL") and
AMERICAN FINANCIAL GROUP, INC., an Ohio corporation ("AFG") (CHL and AFG
collectively, the "Stockholders").
R E C I T A L S
WHEREAS, CBGC, INC. an Ohio corporation ("Newco"), Citicasters
Inc., a Florida corporation ("Citicasters"), Citicasters Acquisition,
Inc., a Florida corporation ("Acquisition") and the Target Holders are
party to the Agreement; and
WHEREAS, the Stockholders are principal stockholders of
Citicasters; and
WHEREAS, as a condition to the willingness of the Target
Holders to enter into the Agreement, the Target Holders have required
that the Stockholders agree to enter into the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereto hereby agree as follows:
ARTICLE 1
AGREEMENTS
SECTION 1.1 Voting Agreement. The Stockholders hereby
agree that, until the termination of this Voting Agreement, at any
meeting of the stockholders of Citicasters or any adjournment thereof,
however called, or in any other circumstances upon which his or its
vote, consent or other approval is sought, the Stockholders shall vote
or cause to be voted all shares of capital stock of Citicasters
beneficially owned by the Stockholders (collectively, the "Shares") in
favor of the Reorganization, the Citicasters Reorganization Agreement,
the Merger, the Agreement, the Target Acquisition and the other
transactions contemplated by the Agreement (collectively, the
"Transactions") and against any proposal for any action or agreement
that would in any manner impede, frustrate, prevent or nullify any of
the Transactions, or result in a breach of any covenant, representation
or warranty or any other obligation or agreement of Citicasters or Newco
under the Agreement or that would result in any of the conditions to the
Target Holder's or Newco's or Citicasters' obligations under the
Agreement not being
- 16 -
<PAGE>
fulfilled ("Competing Transaction"). The Stockholders acknowledge
receipt of a copy of the Agreement.
SECTION 1.2 No Inconsistent Arrangements.
(a) Each of the Stockholders hereby covenants and
agrees that, until the termination of this Voting Agreement and except
as contemplated by this Voting Agreement, he or it shall not: (i)
transfer (which term shall include, without limitation, any sale, gift,
pledge or other disposition), or consent to any transfer of, or enter
into discussions or negotiations with any party for or with respect to
the transfer of, any or all of his or its Shares or any interest
therein; (ii) enter into any contract, option or other agreement or
understanding with respect to any transfer of any or all of his or its
Shares or any interest therein; (iii) grant any proxy, power-of-attorney
or other authorization in or with respect to his or its Shares; (iv)
deposit his or its Shares into a voting trust or enter into a voting
agreement or arrangement with respect to his or its Shares; or (v) take
any other action that would in any way restrict, limit or interfere with
the performance of his obligations hereunder or the transactions
contemplated hereby or in the Agreement.
(b) Notwithstanding Section 1.2(a) and 1.5
hereof, each Stockholder may enter into discussions or negotiations
relating to a transfer of shares and may transfer shares as follows:
(i) to any person who shall have agreed to be bound by all of the
obligations of the Stockholder hereunder with respect to such Shares and
shall have executed a counterpart of this Voting Agreement for such
purpose; (ii) by operation of law in the event of the death or
incapacity of the Stockholder; (iii) pursuant to any written agreement
respecting such transfer made prior to the date hereof, a copy of which
has been furnished to the Target Holders prior to the date hereof; (iv)
pursuant to an underwritten public offering; or (v) as part of a
charitable contribution.
SECTION 1.3 No Solicitation. Each Stockholder hereby
covenants and agrees that, until the termination of this Voting
Agreement, he or it shall not, directly or indirectly, through any
officer, director, agent or otherwise, initiate, solicit, encourage,
negotiate or discuss with any third party, or take any other action to
facilitate any inquiries with respect to or the making of, any proposal
that constitutes or may reasonably be expected to lead to a Competing
Transaction, or, unless otherwise required by law, furnish to any other
person any information with respect to Citicasters or its subsidiaries
or afford access to any of the properties, books or records of
Citicasters or its subsidiaries for the purposes of, or cooperate with,
or assist or participate in, facilitate or encourage, any effort or
attempt by any other person or entity to seek or effect a Competing
Transaction.
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SECTION 1.4 Certain Events. Each Stockholder agrees that,
except for Shares transferred pursuant to Sections 1.2(b)(ii),
1.2(b)(iii), 1.2(b)(iv) or 1.2(b)(v), this Voting Agreement and the
obligations hereunder shall attach to his or its Shares and shall be
binding upon any person or entity to which legal or beneficial ownership
of his or its Shares shall pass, whether by operation of law or
otherwise, including without limitation his heirs, guardians,
administrators or successors. In the event of any stock split, stock
dividend, merger, reorganization, recapitalization or other change in
the capital structure of Citicasters affecting Citicasters capital stock
or the acquisition of additional shares of Citicasters capital stock or
other voting securities of Citicasters by the Stockholders, the number
of Shares as to which the Stockholders are bound hereby shall be
appropriately adjusted and this Voting Agreement and the obligations
hereunder shall attach to any additional shares of Citicasters capital
stock or other voting securities of Citicasters issued to or acquired by
the Stockholders.
SECTION 1.5 Best Efforts. Subject to the terms and
conditions of this Voting Agreement, each of the parties hereto agrees
to use its or his best efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to (i) consummate and
make effective the transactions contemplated by the Agreement and by
this Voting Agreement; and (ii) assist Citicasters in securing
stockholder approval of the Transactions at any meeting of the
Citicasters Stockholders held for such purpose. Each party shall
promptly consult with the other and provide any necessary information
and material with respect to all filings made by such party with any
governmental or regulatory authority, domestic or foreign, in connection
with this Voting Agreement and the transactions contemplated hereby.
SECTION 1.6 Further Assurances. The Stockholders shall
perform such further acts and execute such further documents and
instruments as may reasonably be required to vest in the Target Holders
the power to carry out the provisions of this Voting Agreement.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
The Stockholders hereby represent and warrant to the Target
Holders as follows:
SECTION 2.1 Ownership, Voting Authority. Each of the
Stockholders is the legal or beneficial owner of, or exercises voting
control over, the Shares set forth opposite his or its name on the
signature page hereof.
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SECTION 2.2 Authority Relative to this Voting Agreement.
Each Stockholder has all necessary power and authority to execute and
deliver this Voting Agreement, to perform his or its obligations
hereunder and to consummate the transactions contemplated hereby. The
execution and delivery of this Voting Agreement by the Stockholders and
the consummation by the Stockholders of the transactions contemplated
hereby have been duly and validly authorized by all necessary action on
the part of the Stockholders, and no other proceedings on the part of
the Stockholders are necessary to authorize this Voting Agreement or to
consummate such transactions. This Voting Agreement has been duly and
validly executed and delivered by or on behalf of the Stockholders and,
assuming this Voting Agreement constitutes a valid and binding
obligation of the Target Holders, constitutes a valid and binding
obligation of the Stockholders, enforceable against the Stockholders in
accordance with its terms.
SECTION 2.3 No Conflict; Required Filings and Consents.
Except for filings, permits, authorizations, consents and approvals as
may be required under, and other applicable requirements of, the HSR
Act, the Securities Act of 1933, as amended (the "Securities Act") and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
the execution and delivery of this Voting Agreement by the Stockholders
do not, and the performance of this Voting Agreement by the Stockholders
shall not: (i) conflict with or violate the certificate of
incorporation or by-laws or comparable organizational documents of the
Stockholders; (ii) conflict with or violate any law, rule, regulation,
order, judgment or decree applicable to the Stockholders or by which the
Shares beneficially owned by the Stockholders are bound or affected;
(iii) result in any breach of or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, or
give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, contract, indenture, note or instrument
to which the Stockholders are a party or by which the Stockholders are
bound or affected, except for any such breaches, defaults or other
occurrences that would not cause or create a material risk of non-
performance or delayed performance by the Stockholders of its
obligations under this Voting Agreement; or (iv) require any filing by
the Stockholders with, or any permit, authorization consent or approval
of, any governmental or regulatory authority, domestic or foreign.
ARTICLE 3
MISCELLANEOUS
SECTION 3.1 Specific Performance. The parties hereto
agree that if any of the provisions of this Voting Agreement were not
performed in accordance with their specific terms or were otherwise
breached, irreparable damage would occur, no adequate remedy at law
would exist and damages would be
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difficult to determine, and that the parties shall be entitled to
specific performance of the terms hereof, in addition to any other
remedy at law or equity.
SECTION 3.2 Entire Agreement. This Voting Agreement
constitutes the entire agreement of the parties hereto with respect to
the subject matter hereof and supersedes all prior agreements and
understandings, both written and oral, between the parties, or any of
them, with respect to the subject matter hereof.
SECTION 3.3 Amendment. This Voting Agreement may not be
amended except by an instrument in writing signed by each of the parties
hereto.
SECTION 3.4 Severability. If any term or other provision
of this Voting Agreement is invalid, illegal or incapable of being
enforced by any rule of law, or public policy, all other provisions of
this Voting Agreement shall nevertheless remain in full force and effect
for so long as the economic or legal substance of this Voting Agreement
is not affected in any manner materially adverse to any party. Upon a
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Voting Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent
permitted by applicable law in a mutually acceptable manner in order
that the terms of this Voting Agreement remain as originally
contemplated to the fullest extent possible.
SECTION 3.5 Governing Law. This Voting Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Florida without regard to any applicable conflicts of law principles.
SECTION 3.6 Notices. All notices, requests, claims,
demands and other communications under this Agreement shall be in
writing and shall be deemed given if delivered personally or sent by
overnight courier (providing proof of delivery) to the parties at the
following addresses (or at such other address for a party as shall be
specified by like notice): (i) if to the Target Holders, to their
addresses set forth in Section 10.1 of the Agreement; and (ii) if to the
Stockholders, to their address set forth in Section 10.1 of the
Agreement unless another address is specified on the signature pages
hereof.
SECTION 3.7 Expenses. Each of the parties hereto shall
bear and pay all costs and expenses incurred by it or on its own behalf.
SECTION 3.8 Interpretation. The descriptive headings
contained herein are for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Voting
Agreement. Capitalized terms used in this Voting Agreement shall have
the meanings respectively ascribed thereto in the Agreement.
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SECTION 3.9 Termination. This Voting Agreement may only
be terminated: (i) with the written consent of Newco, Citicasters, the
Stockholders and the Target Holders; or (ii) upon the termination of the
Agreement. No termination of this Voting Agreement shall expand,
extend, limit or reduce any of the rights or remedies of any party to
the Agreement.
IN WITNESS WHEREOF, _______________, as representative for the
Target Holders, CHL and AFG have caused this Voting Agreement to be duly
executed on the date hereof.
__________________________________________,
as representative for the Target Holders
By:________________________________________
Title:_____________________________________
__________________________________________
Carl H. Lindner
AMERICAN FINANCIAL GROUP, INC.
By:________________________________________
Title:_____________________________________
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<PAGE>
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
/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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<PAGE>
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
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<PAGE>
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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<PAGE>
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
