<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
Preliminary proxy statement
Definitive proxy statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c)
or Rule 14A-12
AMERICAN FINANCIAL ENTERPRISES, INC.
(Name of Registrant as Specified in Its Charter)
James C. Kennedy
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
x $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-
6(i)(1), or 14a-6(j)(2).
$500 per each party to the controversy pursuant to
Exchange Act rule 14a-6(i)(3).
Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transactions applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act rule
0-11: ftnt. 1
(4) Proposed maximum aggregate value of transaction:
Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify 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.
<PAGE>
<PAGE>
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
1. Set forth the amount on which the filing fee is calculated
and state how it was determined.
<PAGE>
<PAGE>
AMERICAN FINANCIAL ENTERPRISES, INC.
One East Fourth Street
Cincinnati, Ohio 45202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on May 16, 1995
To our Shareholders:
The Annual Meeting of Shareholders of American Financial
Enterprises, Inc. will be held on the Third Floor of The
Provident Tower, One East Fourth Street, Cincinnati, Ohio at 2:30
p.m. (Eastern Time), on Tuesday, May 16, 1995. The purposes of
the meeting are:
1. To elect six directors; and
2. To transact such other business as may
properly be brought before the meeting or any
adjournment thereof.
Only shareholders of record at the close of business on
March 31, 1995, are entitled to receive notice of and to vote at
the meeting or any adjournments thereof.
You are invited to be present at the meeting so that you can
vote in person. Whether or not you plan to attend the meeting,
please date, sign and return the accompanying proxy form in the
enclosed, postage-paid envelope. 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 or by
submitting a later-dated proxy form.
Sincerely,
Carl H. Lindner
Carl H. Lindner
Chairman of the Board
Cincinnati, Ohio
April 20, 1995
<PAGE>
<PAGE>
AMERICAN FINANCIAL ENTERPRISES, INC.
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of American
Financial Enterprises, Inc. ("AFEI" or the "Company") for use at
the Annual Meeting of Shareholders to be held on Tuesday, May 16,
1995 at 2:30 p.m. (Eastern Time), and any adjournment thereof.
The Company will pay the cost of soliciting proxies. The
approximate mailing date of these proxy materials is April 20,
1995.
At the Annual Meeting, shareholders will be asked to elect
directors and to transact such other business as may be brought
before the meeting or any adjournment thereof.
VOTING AT THE MEETING
Record Date; Shares Outstanding
As of March 31, 1995, the record date for determining share-
holders entitled to vote at the Meeting (the "Record Date"), the
Company had outstanding one class of voting securities, its
common stock, $1.00 par value ("Common Stock"), of which
13,291,117 shares were outstanding. Each share of Common Stock
is entitled to one vote on each matter to be presented at the
Meeting.
Election of Directors
Directors will be elected to hold office until the next
annual meeting 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 nomi-
nee designated by the Board of Directors but, in any event, no
proxy may be voted for more than six nominees.
All 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.
<PAGE>
<PAGE>
The nominees to the Board of Directors are:
CARL H. LINDNER JULIUS S. ANREDER
JAMES E. EVANS ROBERT D. LINDNER
FRED J. RUNK RONALD F. WALKER
All of the nominees were elected at the Company's last Annual
Meeting of Shareholders held May 17, 1994. Sandra W. Heimann, a
director of the Company since 1980, resigned from the Board of
Directors in April 1995. See "Management" for a description of
the background, securities holdings, remuneration and other
information relating to the nominees. An affirmative vote of
holders of a majority of shares voting at the Meeting is required
to elect directors unless cumulative voting is invoked. The
Company has been informed that American Premier intends to vote
its shares "FOR" the above nominees.
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.
The management of the Company knows of no other matters to
be presented at the Meeting other than those mentioned in the
Notice.
Voting of 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 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.
Shareholders may vote in person or by proxy at the Meeting.
Proxies given may be revoked at any time by filing with the
Company either a written revocation or a duly executed proxy
bearing a later date, or shareholders may appear at the Meeting
and vote in person.
PRINCIPAL SHAREHOLDERS
The following shareholders are the only persons known by the
Company to own beneficially 5% or more of its outstanding Common
Stock on the Record Date:
- 2 -
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Amount and Percent of
Name and address of Beneficial Nature of Class
Owner Beneficial
Ownership
<S> <C> <C>
American Premier Group, Inc.
(a) 10,981,429 (b) 82.6%
("American Premier")
One East Fourth Street
Cincinnati, Ohio 45202
Regina Gruss
33 Riverside Drive 986,472 (c) 7.4%
New York, New York 10023
<FN>
(a) 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 in
April 1995.
(b) Carl H. Lindner, Carl H. Lindner III, S. Craig Lindner and
Keith E. Lindner (collectively "the Lindner Family"), the
beneficial owners of 49.8% of American Premier's common
stock, share with American Premier voting and investment
power with respect to the shares of AFEI Common Stock owned
by American Premier. American Premier and the Lindner
Family may be deemed to be controlling persons of the
Company.
(c) Additionally, Mrs. Gruss is a Trustee of a trust that
beneficially owns 29,196 shares and a director of a
charitable and educational foundation which beneficially
owns 145,616 shares. Mrs. Gruss disclaims beneficial
ownership with respect to all of the shares held in the
trust and the foundation.
</TABLE>
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<PAGE>
<PAGE>
<TABLE>
<CAPTION>
MANAGEMENT
The directors and executive officers of AFEI are:
Director or
Age Position Officer Since
<S> <C> <C> <C>
Carl H. Lindner 75 Chairman of the Board 1980
and President
Julius S. Anreder 61 Director 1980
James E. Evans 49 Director, Vice President 1980
and General Counsel
Robert D. Lindner 74 Director 1980
Thomas E. Mischell 47 Vice President 1986
Fred J. Runk 52 Director, Vice President 1980
and Treasurer
Ronald F. Walker 56 Director 1980
*As of April 1, 1995
</TABLE>
Carl H. Lindner is Chairman of the Board 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. American Premier is a holding company operating
through indirect, wholly-owned and majority-owned subsidiaries
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. Mr. Lindner serves as Chairman of the Board of the
Company and of the following additional companies: American
Annuity Group, Inc., Chiquita Brands International, Inc. and
Citicasters Inc. American Premier owns a substantial beneficial
interest (over 35%) in each of the additional companies listed.
Julius S. Anreder is a partner of Oscar Gruss & Son, the
controlling shareholder of Oscar Gruss & Son, Inc., a New York
based member firm of the New York Stock Exchange. Mr. Anreder
has served as Vice President of Oscar Gruss & Son, Inc. for more
than five years. Mr. Anreder is also a director of Citicasters.
James E. Evans is Senior Vice President and General Counsel
of American Premier. He has served as Vice President and General
Counsel of AFC for more than five years. Mr. Evans is also a
director of American Premier and Citicasters.
- 4 -
<PAGE>
<PAGE>
Robert D. Lindner, for more than five years, has served as
Chairman of the Board of United Dairy Farmers, Inc. which, among
other things, is engaged through subsidiaries in dairy processing
and the operation of convenience stores. He is also Vice
Chairman of the Board of AFC.
Thomas E. Mischell is Senior Vice President - Taxes of
American Premier. He has served as a Vice President of AFC for
over five years.
Fred J. Runk is Senior Vice President and Treasurer of
American Premier. He has served as Vice President and Treasurer
of AFC for more than five years. He is also a director of
Chiquita.
Ronald F. Walker served as President and Chief Operating
Officer of AFC for more than five years prior to his resignation
from that position in April 1995. He is currently an executive
of AFC and serves on the board of directors of American Annuity
Group, Inc., Chiquita and Tejas Gas Company.
Carl H. Lindner and Robert D. Lindner are brothers. They,
certain members of their families and trusts for their benefit
beneficially own approximately 55.2% of American Premier's
outstanding common stock.
All of the executive officers of the Company were elected
by the present Board of Directors and serve at the discretion of
the Board. Each of these officers devote substantial portions of
their time to the affairs of American Premier and its
subsidiaries, including AFC.
- 5 -
<PAGE>
<PAGE>
Holdings of Management
Information concerning the Company's Common Stock
beneficially owned by each director and the directors and
executive officers as a group as of April 15, 1995, is shown in
the following table:
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership
Shares Exercisable Percent
Owned Options (b) Total of Class
<S> <C> <C> <C> <C>
Carl H. Lindner (a) -0- -0- -0- -
Julius S. Anreder 4,744 10,000 14,744 *
James E. Evans 1,000 115,000 116,000 *
Robert D. Lindner -0- 10,000 10,000 *
Fred J. Runk 3,360 85,000 88,360 *
Ronald F. Walker -0- 7,500 7,500 *
All directors and
executive officers as
a group (7 persons,
including the above) 9,104(c) 302,500 311,604 2.3%
<FN>
*Less than 1%
(a) Does not include shares held by American Premier. See
"Principal Shareholders".
(b) Represents shares which may be acquired upon exercise of
stock options within 60 days.
</TABLE>
Certain of the Company's executive officers and directors
beneficially own American Premier and AFC equity securities. At
April 15, 1995, such beneficial ownership included:
(a) American Premier Common Stock: Carl H. Lindner -
11,775,502 (22.7%); Julius S. Anreder - 4,542; James E.
Evans - 36,819; Robert D. Lindner - 663,828 (1.3%);
Fred J. Runk - 725; Ronald F. Walker - 9,524; and all
directors and executive officers as a group, 12,501,440
shares (24%);
(b) AFC Series E Preferred Stock: Fred J. Runk and all
directors and executive officers as a group - 852;
(c) AFC Series F Preferred Stock: Fred J. Runk - 10,363;
and all directors and executive officers as a group,
15,663 shares; and
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<PAGE>
<PAGE>
(d) AFC Series G Preferred Stock: Fred J. Runk
and all directors and executive officers as a
group - 51 shares.
The foregoing amounts represent less than one percent of the
outstanding shares of the class of equity securities presented,
unless otherwise shown.
SUMMARY COMPENSATION TABLE
The following table sets forth the aggregate cash
compensation earned for 1994, 1993 and 1992 by the Company's
Chief Executive Officer and its most highly compensated executive
officers who received more than $100,000 per year.
<TABLE>
<CAPTION>
Annual
Name and Principal Position Year (1) Compensation
Salary ($)
<S> <C> <C>
Carl H. Lindner 1994 $254,800
Chairman of the Board and 1993 $254,800
President 1992 $254,800
James E. Evans 1994 $142,700
Vice President and General 1993 $142,700
Counsel 1992 $142,700
1994 $132,500
Fred J. Runk 1993 $132,500
Vice President and Treasurer 1992 $132,500
</TABLE>
Personal benefits and other non-cash compensation paid to
the executive officers during 1994, 1993, 1992 and not otherwise
reported herein did not exceed the lesser of $50,000 or 10% of
the compensation reported above.
Each director who is not also a salaried officer is paid
$20,000 annually. The Board of Directors has adopted a program
which provides for payments to be made to unaffiliated directors
upon their leaving the Board. The only present director who
would be entitled to receive such payments is Mr. Anreder. Under
that program, directors who have served the Company at least
three years
- 7 -
<PAGE>
<PAGE>
are entitled to payments equal to base directors' fees in effect
during the last calendar year such person served as a director
multiplied by the number of years of service, subject to a
maximum of five years. Payments are to be made in equal annual
installments.
Compensation Committee Report
The Compensation/Stock Option Committee of the AFEI Board
of Directors consists of two directors, Ronald F. Walker and
Julius S. Anreder. Mr. Anreder is the sole independent director
of the Company. The Committee's functions include reviewing and
making recommendations to the Board of Directors with respect to
the compensation of officers, including those listed in the
Compensation Table. The Committee met twice during 1994.
The factors considered by the Committee when it makes its
compensation recommendations to the Board of Directors are rather
subjective. Although the Committee may consider the
profitability of the Company and the market value of its stock in
evaluating executive performance, the members of the Committee
primarily consider their own impressions, as well as those of the
other members of the Board of Directors, as to the ability of the
executives to discharge their duties and effectively manage the
affairs of the Company. While no specific objective criteria are
used to evaluate executive performance, the Committee feels that
through the use of both annual salary and stock option grants, an
officer's compensation is linked to the Company's market value as
well as the abilities of the officer.
The Committee believes that it is very important to be able
to draw upon the expertise of highly skilled management. The
Committee approves annual base salaries for executive officers
which it feels are appropriate for the respective positions and
levels of responsibilities of such officers. Carl H. Lindner is
the Company's chief executive officer. Mr. Lindner's annual
salary has not been increased in the last four years. This is
due primarily to the fact that, other than an increase in 1993,
the Company's stock price did not materially increase in that
period. While Mr. Lindner has not received stock option grants,
the Committee believes his interests are closely connected to the
long term performance of the Company through his ownership
interest in American Premier. In approving Mr. Lindner's
compensation, which the Committee believes is reasonable and
appropriate for an officer with his responsibilities and
contributions to the Company, the Committee considered the fact
that he also had significant responsibilities in 1994 as an
executive officer of AFC and its subsidiaries and affiliates.
This judgment is based on the Committee's conclusions that Mr.
Lindner fully and effectively discharged the responsibilities of
his position with AFEI to AFEI's substantial benefit.
- 8 -
<PAGE>
<PAGE>
In approving the compensation of James E. Evans and Fred J.
Runk, the Company considered the fact that in addition to their
contributions to and responsibilities with AFEI, they had
significant responsibilities during 1994 as executive officers of
other enterprises. Although they devoted time to matters
directly relating to certain affiliates of AFEI, the Company
believes that the overall compensation from AFEI for 1994 was
appropriate and reasonable for both of these people. This
judgment is based on the belief that they also fully and
effectively discharged the responsibilities of their positions
with AFEI to AFEI's substantial benefit.
Stock options also represent a performance-based portion of
the Company's compensation system. The Company believes that
AFEI's shareholders' interests are well served by aligning AFEI's
officers' interest with those of shareholders by the grant of
stock options. The Company believes that long term options
provide an optionee with substantial incentives to maximize the
Company's long-term success. No options have been granted or
exercised in the last three years.
THE COMPENSATION/STOCK OPTION COMMITTEE
Ronald F. Walker
Julius S. Anreder
Compensation Committee Interlocks and Insider Participation
Ronald F. Walker is an executive and a director of AFC.
AFC's Board of Directors sets the compensation which Carl H.
Lindner and Mr. Walker receive from AFC and its wholly-owned
subsidiaries.
Certain Transactions
The Company's Certificate of Incorporation provides that
AFEI may not purchase, sell or lease any property or services to
or from AFC unless such a transaction has been approved by those
directors who are not affiliated with AFC. Where required, the
Company has received approval from Mr. Anreder, the director of
the Company who is not affiliated with AFC.
AFC has agreed to provide certain investment services to
the Company. AFEI was charged $200,000 for these services in
1994.
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<PAGE>
<PAGE>
In addition, AFC provides the following services to AFEI:
preparation of financial reports, accounting, legal, treasury,
data processing and tax services. AFEI was charged $120,000 for
these services in 1994. Charges with respect to these
transactions are at amounts below or comparable to those which
would be paid to unrelated parties.
As a result of AFC's ownership of AFEI exceeding 80%, AFEI
is a member of AFC's tax group and files consolidated federal
income tax returns with AFC. AFEI's tax agreement with AFC calls
for payments to (or benefits from) AFC based on book taxable
income without regard to temporary differences between book and
tax return income. During 1994, AFEI recorded a credit of $1.8
million for income taxes under its tax agreement with AFC.
On June 9, 1994, AFEI and AFC sold all of the shares of
General Cable Corporation ("GCC") common stock beneficially owned
by them to Wassall PLC ("Wassall"). Wassall required, as a
condition to the purchase, that AFEI, AFC and American Premier
Underwriters, Inc. ("APU") each sell to Wassall all of the GCC
common stock and GCC promissory notes, if any, which they
beneficially owned. AFC sold all of the shares of GCC Common
Stock beneficially owned by it to Wassall for an aggregate of
$5.9 million ($2.75 per share) and AFEI sold all of the shares of
GCC Common Stock beneficially owned by it to Wassall for an
aggregate of $21.6 million ($6.00 per share). In approving the
sale of the GCC shares held by AFEI, the Company's Board of
Directors relied in part upon the findings of the special
committees of the Board of Directors of GCC and APU as to the
fairness of the $6.00 per share purchase price and a fairness
opinion of Donaldson, Lufkin & Jenrette Securities Corp. rendered
to APU in connection with the overall transaction.
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<PAGE>
<PAGE>
Performance Graph
The following graph compares the cumulative total
shareholder return on AFEI Common Stock with the cumulative total
return of the Standard & Poor's ("S&P") 500 Stock Index and the
S&P Property-Casualty Insurance Index ("P&C Index") from the end
of 1989 to the end of 1994. Since more than 80% of AFEI's assets
are represented by its investment in American Premier and that
company is a property and casualty insurer, AFEI has used the P&C
Index for the past two years.
<TABLE>
<CAPTION>
PERFORMANCE GRAPH
<S> <C> <C> <C> <C> <C> <C>
1989 1990 1991 1992 1993 1994
American Financial
Enterprises Inc.
Common Stock 100.00 82.34 84.04 90.04 116.60 102.41
S&P 500 Stock
Index 100.00 96.89 126.42 136.05 149.76 151.74
S&P Property-
Casualty Insurance
Index 100.00 97.71 122.33 143.26 140.73 147.62
Assumes $100 invested on December 31, 1989 in AFEI Common
Stock, the S&P 500 Stock and the S&P Property-Casualty
Insurance Index, including reinvestment of dividends.
</TABLE>
Stock Options
AFEI directors and employees currently have outstanding
options to purchase 30,000 shares of its Common Stock at $20.00
per share, 102,500 shares at $22.50 per share, 165,000 shares at
$19.875 per share and 165,000 shares at $22.00 per share. The
stock option agreement covering an option held by Mrs. Heimann to
purchase 30,000 shares of Common Stock at $20.00 per share was
amended in March 1995 to extend the original expiration date of
of April 8, 1995, by one year. No options have been granted or
exercised in the last three years.
- 11 -
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
1994 Option Exercises and Year End Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at Year End - Options
Options Value Exercisable/ at Year End (a) -
Name Exercised Realized Unexercisable Exercisable/
Unexercisable
<S> <C> <C> <C> <C>
Carl H. Lindner -0- -0- 0/0 0/0
James E. Evans -0- -0- 115,000/0 $237,000/0
Fred J. Runk -0- -0- 85,000/0 $146,875/0
<FN>
(a) The value of unexercised in-the-money options is calculated
based on the closing market price for AFEI Common Stock on
December 31, 1994 of $23.25 per share.
</TABLE>
Board Actions
Under Connecticut law, the Board or any committee thereof
may act pursuant to a meeting or a writing signed by all the
members of the Board or such committee. During 1994, the Board
of Directors took action by unanimous written consent on four
occasions and held one Board meeting. All of the directors
participated in the meeting. The Executive Committee currently
consists of Carl H. Lindner, Robert D. Lindner and Ronald F.
Walker. The Executive Committee is permitted under Connecticut
law to perform substantially all of the functions of the Board of
Directors. The Executive Committee of the Board took action six
times during 1994, all by unanimous written consent. AFEI has no
nominating committee.
The Board of Directors has an Audit Committee composed of
Messrs. Anreder and Evans. The functions of the Audit Committee
include reviewing AFEI's financial statements, meeting with
independent auditors, reviewing the results of the audit and
recommending to the Board of Directors the selection of the
Company's independent auditors. The Audit Committee held one
meeting during 1994.
- 12 -
<PAGE>
<PAGE>
INDEPENDENT AUDITORS
The accounting firm of Ernst & Young served as the
Company's independent auditors for the fiscal year ended December
31, 1994. Ernst & Young also serves as independent auditors for
AFC and many of its subsidiaries. Representatives of that firm
will attend the annual 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 since it is generally the
practice of AFEI not to select independent auditors prior to the
annual shareholders meeting.
1996 SHAREHOLDER PROPOSALS
If a shareholder desires to have a proposal included in the
1995 Annual Meeting Proxy Statement, such proposal must be re-
ceived by the Company's General Counsel at his office by January
1, 1996.
REQUESTS FOR FORM 10-K
The Company will send, upon written request, without
charge, a copy of the most current Annual Report on Form 10-K to
any shareholder who writes to Fred J. Runk, Vice President and
Treasurer, American Financial Enterprises, Inc., One East Fourth
Street, Cincinnati, Ohio 45202.
By order of the Board of Directors,
Carl H. Lindner
Chairman of the Board
April 20, 1995
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<PAGE>
AMERICAN FINANCIAL ENTERPRISES, INC.
Proxy for Annual Meeting
Registration Name and Address
The undersigned hereby appoints James C. Kennedy and Fred J.
Runk, or either of them, proxies of the undersigned, each with
the power of substitution, to vote cumulatively or otherwise all
shares of Common Stock which the undersigned would be entitled to
vote at the Annual Meeting of Shareholders of American Financial
Enterprises, Inc. to be held May 16, 1995 at 2:30 p.m., Eastern
Time, and any adjournment of such Meeting.
The Board of Directors recommends a vote FOR the Proposal
1. Election of directors:
/ / FOR AUTHORITY to elect the / / WITHHOLD AUTHORITY to
nominees listed below (except vote for all nominees
those whose names have been listed below
crossed out)
Carl H. Lindner James E. Evans Fred J. Runk
Julius S. Anreder Robert D. Lindner Ronald F. Walker
In their discretion, the Proxies are authorized to vote upon such
other business as may properly be brought before the Meeting.
Date: , 1995 Signature
Signature
(if held jointly) Important:
Please sign as name appears hereon
indicating, where proper, official
position or representative
capacity. In case of joint
holders, all should sign.
This proxy when properly executed will be voted in the manner
dictated herein by the above signed shareholder.
If no direction is made, this proxy will be voted FOR
the Proposal. To vote your shares, please mark, sign, date
and return this proxy form using the enclosed envelope.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
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<PAGE>
<PAGE>
