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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 52)
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)
April 3, 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 20 Pages
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CUSIP NO. 172936-10-6 13D Page 2 of 20 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
American Premier 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
3,366,057 (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
3,366,057 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,366,057 (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
CO
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CUSIP NO. 172936-10-6 13D Page 3 of 20 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
1,163,524 (See Item 5)
9 SOLE DISPOSITIVE POWER
---
10 SHARED DISPOSITIVE POWER
1,163,524 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,163,524 (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)
13.0%
14 TYPE OF REPORTING PERSON*
CO
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CUSIP NO. 172936-10-6 13D Page 4 of 20 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
1,557,468
8 SHARED VOTING POWER
3,366,057 (See Item 5)
9 SOLE DISPOSITIVE POWER
1,557,468
10 SHARED DISPOSITIVE POWER
3,366,057 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,923,525 (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)
54.8% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 172936-10-6 13D Page 5 of 20 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
3,366,057 (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
3,366,057 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,366,057 (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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CUSIP NO. 172936-10-6 13D Page 6 of 20 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
8,000
8 SHARED VOTING POWER
3,388,057 (See Item 5)
9 SOLE DISPOSITIVE POWER
8,000
10 SHARED DISPOSITIVE POWER
3,388,057 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,396,057 (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 20 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
8,000
8 SHARED VOTING POWER
3,366,057 (See Item 5)
9 SOLE DISPOSITIVE POWER
8,000
10 SHARED DISPOSITIVE POWER
3,366,057 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,374,057 (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)
37.6% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Amendment No. 52 to Schedule 13D is filed on behalf of
American Premier Group, Inc. ("American Premier"), 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 Premier, AFC, AFEI and the Lindner Family are
collectively referred to as the "Reporting Persons"), to amend
and update the Schedule 13D most recently amended by AFC, AFEI
and Carl H. Lindner on November 1, 1994, relative to the $.01 par
value Class A Common Stock ("Class A Common Stock,") issued by
Citicasters Inc. ("Citicasters"). American Premier, Carl H.
Lindner III, S. Craig Lindner and Keith E. Lindner are being
added as Reporting Persons as a result of the transaction
described in Item 3 below.
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 April 7, 1995, the Lindner Family beneficially owned
approximately 49.8% of the outstanding common stock of American
Premier and American Premier 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
Premier, AFC and AFEI.
Item 3. Source and Amount of Funds or Other Consideration.
On April 3, 1995, American Premier acquired AFC and American
Premier Underwriters, Inc. ("APU") in a transaction involving the
merger of AFC and APU with two separate wholly-owned subsidiaries
of American Premier. As a result of that transaction, American
Premier became the beneficial owner of all of the equity
securities held by AFC, APU and their subsidiaries. The shares
of Citicasters Common Stock to which this Statement relates are
held as set forth in Item 5.
Through their ownership of approximately 49.8% of the
outstanding common stock of American Premier and their positions
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as directors and executive officers of American Premier, the
members of the Lindner Family may be deemed to be controlling
persons with respect to American Premier.
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Item 4. Purpose of the Transaction.
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.
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 on 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's 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 April 7, 1995, the Reporting Persons beneficially owned
4,961,525 shares (or approximately 55.3% of the outstanding
shares) of Citicasters Common Stock as follows:
Holder Number of Shares
GAI 2,202,533 (a)
AFEI 1,163,524
Carl H. Lindner 1,456,151
CHL Foundation 101,317 (b)
S. Craig Lindner 30,000 (c)
Keith E. Lindner 8,000 (d)
Total: 4,961,525
(a) GAI = Great American Insurance Company, 100% owned by AFC.
(b) CHL Foundation = The Carl H. Lindner Foundation, a
charitable
foundation. CHL has voting power over the securities held
therein.
(c) Includes 22,000 shares held by his spouse as custodian for
their minor children or in a trust over which his spouse has
voting and investment power.
(d) 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 Premier, AFC and
AFEI beneficially own shares of Citicasters Common Stock as
follows:
Holder Number of Shares
James E. Evans 40,000
Fred J. Runk 20,027
Thomas E. Mischell 11,564
Sandra W. Heimann 74,326
Robert C. Lintz 20,000
Ronald F. Walker 20,000
As of April 7, 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 Premier, AFC or AFEI.
Item 7. Material to be filed as Exhibits.
(1) Schedule referred to in Item 2.
(2) Agreement required pursuant to Regulation
Section 240.13d-1(f)(1) promulgated under the
Securities Exchange Act of 1934, as amended.
(3) Powers of Attorney executed in connection
with filings under the Securities Exchange
Act of 1934, as amended.
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After reasonable inquiry and to the best knowledge and
belief of the undersigned, it is hereby certified that the
information set forth in this statement is true, complete and
correct.
Dated: April 12, 1995
AMERICAN PREMIER GROUP, INC.
By: James E. Evans
James E. Evans, Senior Vice
President and General Counsel
AMERICAN FINANCIAL CORPORATION
By: James C. Kennedy
James C. Kennedy, Deputy General
Counsel and Secretary
AMERICAN FINANCIAL ENTERPRISES, INC.
By: James C. Kennedy
James C. Kennedy, 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
(CITI.#52)
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Exhibit 1
Item 2. Identity and Background.
American Premier 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 Premier 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
Premier. 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 Premier.
S. Craig Lindner's principal occupations are as Vice
Chairman of American Premier and President of American Annuity
Group, Inc., a subsidiary of American Premier.
Keith E. Lindner's principal occupations are as Vice
Chairman of American Premier and President and Chief Operating
Officer of Chiquita Brands International, Inc., an affiliate of
American Premier.
The identity and background of the executive officers,
directors and controlling persons of American Premier (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 Premier. 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 Premier. He is
presently a director of American Premier.
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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 Premier. 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 Premier. 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 Premier. 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 Premier. He is presently a director of
American Premier.
7. Robert W. Olson's principal occupation is as Senior Vice
President and Secretary of American Premier. He is presently a
director of American Premier.
8. Fred J. Runk's principal occupation is as Senior Vice
President and Treasurer of American Premier.
9. Thomas E. Mischell's principal occupation is as Senior
Vice President - Taxes of American Premier.
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. 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 AFC. Mr. Lindner's business address is
3955 Montgomery Road, Cincinnati, Ohio 45212.
2. Richard E. Lindner is a private investor. He was
Chairman of the Board and Chief Executive Officer of Thriftway,
Inc. (a privately-held supermarket chain) until its sale in March
1995. He is presently a director of AFC. Mr. Lindner's business
address is 4901 Hunt Road, Cincinnati, Ohio 45242.
3. Ronald F. Walker's principal occupation is as an
executive of AFC. He is presently a director of AFC. Mr.
Walker's business address is 580 Walnut Street, Cincinnati, Ohio
45202.
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4. James E. Evans' principal occupation is as Senior Vice
President and General Counsel of American Premier.
5. Sandra W. Heimann's principal occupation is as a Vice
President of AFC.
6. Robert C. Lintz's principal occupation is as a Vice
President of AFC.
7. Thomas E. Mischell's principal occupation is as Senior
Vice President - Taxes of American Premier.
8. Fred J. Runk's principal occupation is as Senior Vice
President and Treasurer of American Premier.
American Financial Enterprises, Inc., a Connecticut corpora-
tion ("AFEI"), is the successor company to The New York, New
Haven and Hartford Railroad Company. AFEI's assets are invested
primarily in the common stock of American Premier, 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 Premier. He is
presently a director, Vice President and General Counsel of AFEI.
4. Fred J. Runk's principal occupation is as Senior Vice
President and Treasurer of American Premier. 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 Premier. He is presently a
Vice President of AFEI.
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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 Premier may be deemed to be
controlling persons with respect to AFC.
The Lindner Family, American Premier and AFC may be deemed
to be controlling persons with respect to AFEI.
Unless otherwise noted, the business address of American
Premier, 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 prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
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Exhibit 2
AGREEMENT
This Agreement executed this 7th day of April, 1995, is by
and 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
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/s/ Keith E. Lindner
Keith E. Lindner
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Exhibit 3
POWER OF ATTORNEY
I, Carl H. Lindner, do hereby appoint James E. Evans and
James C. Kennedy, or either of them, as my true and lawful
attorneys-in-fact to sign on my behalf individually and as
Chairman of the Board of Directors and Chief Executive Officer of
American Premier Group, Inc. or as a director or executive
officer of any of its subsidiaries and to file with the
Securities and Exchange Commission any schedules or other filings
or amendments thereto made by me or on behalf of American Premier
Group, Inc. or any of its subsidiaries pursuant to Sections
13(d), 13(f), 13(g), and 14(d) of the Securities and Exchange Act
of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio this 4th day of April, 1995.
/s/ Carl H. Lindner
Carl H. Lindner
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POWER OF ATTORNEY
I, Carl H. Lindner III, do hereby appoint James E. Evans and
James C. Kennedy, or either of them, as my true and lawful
attorneys-in-fact to sign on my behalf individually and as an
officer or director of American Premier Group, Inc. or as a
director or executive officer of any of its subsidiaries and to
file with the Securities and Exchange Commission any schedules or
other filings or amendments thereto made by me or on behalf of
American Premier Group, Inc. or any of its subsidiaries pursuant
to Sections 13(d), 13(f), 13(g), and 14(d) of the Securities and
Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio this 4th day of April, 1995.
/s/ Carl H. Lindner III
Carl H. Lindner III
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POWER OF ATTORNEY
I, S. Craig Lindner, do hereby appoint James E. Evans and
James C. Kennedy, or either of them, as my true and lawful
attorneys-in-fact to sign on my behalf individually and as an
officer or director of American Premier Group, Inc. or as a
director or executive officer of any of its subsidiaries and to
file with the Securities and Exchange Commission any schedules or
other filings or amendments thereto made by me or on behalf of
American Premier Group, Inc. or any of its subsidiaries pursuant
to Sections 13(d), 13(f), 13(g), and 14(d) of the Securities and
Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio this 4th day of April, 1995.
/s/ S. Craig Lindner
S. Craig Lindner
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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
