<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>
(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>
AMERICAN FINANCIAL ENTERPRISES, INC.
One East Fourth Street
Cincinnati, Ohio 45202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on May 16, 1996
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 10:00 a.m., on Thursday, May 16, 1996. The
purposes of the meeting are:
1. To elect six directors; and
2. To transact such other business as may properly
come before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on March 31, 1996
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
Chairman of the Board
Cincinnati, Ohio
April 19, 1996
<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 (the
"Meeting") to be held on Thursday, May 16, 1996 at 10:00 a.m., and any
adjournment thereof. The approximate mailing date of this Proxy Statement and
accompanying proxy form is April 19, 1996.
At the Meeting, shareholders will be asked to elect directors and to
transact such other business as may properly come before the Meeting or any
adjournment thereof.
VOTING AT THE MEETING
Record Date; Shares Outstanding
As of March 31, 1996, the record date for determining shareholders
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. Abstentions (including instructions to withhold authority to vote
for one or more nominees) and broker non-votes are counted for purposes of
determining a quorum but will not be cast with respect to any item voted on at
the Meeting.
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 nominee designated by the Board of Directors but, in any event, no
proxy may be voted for more than six nominees.
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 16, 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 Financial Group, Inc.
(See "Principal Shareholders" below) intends to vote its shares "FOR" the
above nominees.
<PAGE>
Cumulative Voting
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.
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.
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.
Solicitation of proxies is being made by management at the direction of
the Company's Board of Directors, without additional compensation, through the
mail, in person or by facsimile or telephone. The cost will be borne by the
Company. In addition, the Company will request brokers and other custodians,
nominees and fiduciaries to forward proxy soliciting material to the
beneficial owners of shares held of record by such persons, and the Company
will reimburse them for their expenses in so doing.
<PAGE>
PRINCIPAL SHAREHOLDERS
The following shareholders are the only persons known by the Company to
own beneficially five percent or more of its outstanding Common Stock on the
Record Date:
Amount and Nature of Percent of
Name and address of Beneficial Owner Beneficial Ownership Class
- ------------------------------------ -------------------- -----------
American Financial Group, Inc. (a) 10,981,429 (b) 82.6%
One East Fourth Street
Cincinnati, Ohio 45202
Regina Gruss 986,472 (c) 7.4%
33 Riverside Drive
New York, New York 10023
(a) American Financial Group, Inc. ("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. ("APU") in a transaction which was
consummated in April 1995.
(b) Carl H. Lindner, Carl H. Lindner III, S. Craig Lindner, Keith E.
Lindner and trusts for their benefit (collectively the "Lindner
Family"), the beneficial owners of approximately 44% of American
Financial's voting stock, share with American Financial voting and
dispositive power with respect to the shares of AFEI Common Stock owned
by American Financial. American Financial and the Lindner Family may
be deemed to be controlling persons of the Company.
(c) Additionally, Mrs. Gruss is 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 foundation.
<PAGE>
MANAGEMENT
The directors and executive officers of AFEI are:
Director or
Age* Position Officer Since
---- ------------------------------------- -------------
Carl H. Lindner 76 Chairman of the Board and President 1980
Julius S. Anreder 62 Director 1980
James E. Evans 50 Director, Vice President and
General Counsel 1980
Robert D. Lindner 75 Director 1980
Thomas E. Mischell 48 Vice President 1986
Fred J. Runk 53 Director, Vice President and Treasurer 1980
Ronald F. Walker 57 Director 1980
- ----------------------
*As of March 31, 1996
Carl H. Lindner is the Chairman of the Board of Directors and President
of the Company. He is also Chairman of the Board and Chief Executive Officer
of American Financial, a holding company which, through its subsidiaries, is
engaged principally in specialty and multi-line property and casualty
insurance businesses and in the sale of tax-deferred annuities and certain
life and health insurance products. Mr. Lindner has been Chairman of the
Board and Chief Executive Officer of American Financial's subsidiary, AFC, for
over 35 years. Mr. Lindner also serves as Chairman of the Board of the
following companies: American Annuity Group, Inc. ("AAG"), APU, Chiquita
Brands International, Inc. ("Chiquita") and Citicasters Inc. AFG owns a
substantial beneficial interest (over 35%) in each of the 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
Financial. He has served as Vice President and General Counsel of AFC for
more than five years. Mr. Evans is also a director of American Financial,
AFC, APU, and Citicasters.
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.
Thomas E. Mischell is Senior Vice President - Taxes of American
Financial. He has served as a Vice President of AFC for over five years.
Fred J. Runk is Senior Vice President and Treasurer of American
Financial. He has served as Vice President and Treasurer of AFC for more than
five years. He is also a director of Chiquita.
<PAGE>
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 Vice Chairman of Great American Insurance Company, an
AFC subsidiary, and serves on the board of directors of AAG, Chiquita and
Tejas Gas Company.
Carl H. Lindner and Robert D. Lindner are brothers.
All of the executive officers of the Company were elected by the present
Board of Directors and serve at the discretion of the Board. All of these
officers devote substantial portions of their time to the affairs of American
Financial and its subsidiaries.
In December 1993, Great American Communications Company, which
subsequently changed its name to Citicasters Inc., completed a comprehensive
financial restructuring that included a prepackaged plan of reorganization
filed in November of that year under Chapter 11 of the Bankruptcy Code.
Messrs. Carl H. Lindner, Mischell and Runk had been executive officers of
that company within two years before its bankruptcy reorganization.
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 March
31, 1996, is shown in the following table:
Amount and Nature of Beneficial Ownership
----------------------------------------------
Shares Exercisable Percent of
Owned Options (b) Total Class
------ ------------ ----- ----------
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 3,194 85,000 88,194 *
Ronald F. Walker -0- 7,500 7,500 *
All directors and
executive officers as
a group (7 persons,
including the above) 8,938 302,500 311,438 2.3%
*Less than 1%
(a) Does not include shares held by American Financial. See "Principal
Shareholders".
(b) Represents shares which may be acquired upon exercise of stock options.
<PAGE>
Certain of the Company's executive officers and directors beneficially
own American Financial and AFC equity securities. At March 31, 1996, such
beneficial ownership included:
(a) American Financial Common Stock: Carl H. Lindner - 6,793,221
(11.4%); Julius S. Anreder - 4,542; James E. Evans - 42,846;
Robert D. Lindner - 650,187 (1.3%); Fred J. Runk - 3,422 Ronald F.
Walker - 45,544 and all directors and executive officers as a
group, 7,566,637 shares (12.7%);
(b) AFC Series F Preferred Stock: Robert D. Lindner - 138,422;
Fred J. Runk - 3,026; and all directors and executive officers as
a group, 154,628 shares; and
(c) AFC Series G Preferred Stock: Fred J. Runk and all directors
and executive officers as a group - 66 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 1995, 1994 and 1993 by the Company's Chief Executive Officer and its most
highly compensated executive officers who received more than $100,000 per
year.
Annual compensation (a)
Name and Principal Position Year Salary
- --------------------------- ---- ------------------------
Carl H. Lindner 1995 $183,700(b)
Chairman of the Board and 1994 $254,800
President 1993 $254,800
James E. Evans 1995 $142,700
Vice President and General 1994 $142,700
Counsel 1993 $142,700
Fred J. Runk 1995 $132,500
Vice President and Treasurer 1994 $132,500
1993 $132,500
(a) No personal benefits or other non-cash compensation were paid to the
executive officers during 1995, 1994 or 1993.
(b) At his request, Mr. Lindner's annual salary was reduced to $150,000 in
April 1995.
<PAGE>
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 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 once during 1995.
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
was reduced at his request in April 1995, and prior thereto had not been
increased in the last five 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
Financial. 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 1995 as an executive
officer of American Financial 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.
<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 1995
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 1995 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 further 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. While no options have been granted
or exercised in the last three years, the expiration date of all options which
were to expire during 1995 and 1996 were extended by two years and one year,
respectively.
THE COMPENSATION/STOCK OPTION COMMITTEE
Ronald F. Walker
Julius S. Anreder
Compensation Committee Interlocks and Insider Participation
Ronald F. Walker is an executive of an AFC subsidiary. 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 provides certain investment services to the Company. AFEI was
charged $200,000 for these services in 1995. 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 1995. Charges with respect to these transactions are at
amounts below or comparable to those which would be paid to unrelated parties.
<PAGE>
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 1995, AFEI recorded a provision of $8.1
million for income taxes under its tax agreement with AFC.
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 1990 to the end of 1995. AFEI uses the P&C Index
because more than 80% of AFEI's assets are represented by its investment in
American Financial and that company is principally a property and casualty
insurer.
PERFORMANCE GRAPH
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
American Financial
Enterprises Inc.
Common Stock $100.00 $102.07 $109.36 $141.65 $124.39 $119.42
S&P 500 Stock Index 100.00 130.47 140.41 154.56 156.60 215.45
S&P Property-Casualty
Insurance Index 100.00 125.19 146.61 144.02 151.07 204.54
Assumes $100 invested on December 31, 1990 in AFEI Common Stock, the S&P 500
Stock Index and the S&P Property-Casualty Insurance Index, including
reinvestment of dividends.
<PAGE>
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 agreements covering certain options were
amended in March 1996 to extend the expiration date by one year. No options
have been granted or exercised in the last three years. The following table
discloses certain stock option information for the Named Executive Officers.
<TABLE>
<CAPTION>
1995 Option Exercises and Year End Option Values
Value of Unexercised
Number of Securities In-the-Money Options
Underlying Unexercised at Year End (a) -
Options Value Options at Year End - Exercisable/
Name Exercised Realized Exercisable/Unexercisable Unexercisable
- -------------- --------- --------- ---------------------- --------------------
<S> <C> <C> <C> <C>
Carl H. Lindner -0- -0- 0 / 0 0 / 0
James E. Evans -0- -0- 115,000 / 0 $93,750 / 0
Fred J. Runk -0- -0- 85,000 / 0 $46,875 / 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 29, 1995
(the last trading day of the year) of $21.75 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 1995, the Board of Directors took action by unanimous
written consent on three 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 three times during 1995, 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 1995.
<PAGE>
INDEPENDENT AUDITORS
The accounting firm of Ernst & Young LLP served as the Company's
independent auditors for the fiscal year ended December 31, 1995. Ernst &
Young LLP also serves as independent auditors for AFG 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.
1997 SHAREHOLDER PROPOSALS
If a shareholder desires to have a proposal included in the 1997 Annual
Meeting Proxy Statement, such proposal must be received by the Company's
Secretary 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,
James C. Kennedy
Secretary
April 19, 1996
<PAGE>
AMERICAN FINANCIAL ENTERPRISES, INC.
COMMON STOCK
Proxy Solicited on Behalf of the Board of Directors for
Annual Meeting on May 16, 1996
Registration Name and Address
The undersigned hereby appoints James E. Evans and James C. Kennedy, and
either of them, attorneys and proxies, with the power of substitution to each,
to vote all shares of Common Stock of American Financial Enterprises, Inc.
(the "Company") that the undersigned may be entitled to vote at the Annual
Meeting of Shareholders of the Company to be held on May 16, 1996, at 10:00
A.M., local time, at The Provident Tower, One East Fourth, Cincinnnati, Ohio,
and (if cumulative voting is invoked by a shareholder through proper notice to
the Company) at their discretion to cumulate votes in the election of
directors and on such other matters as may properly come before the meeting or
any adjournment thereof.
The proxy holders will vote the shares represented by this proxy in the manner
indicated below. Unless a contrary direction is indicated, the proxy holders
will, except to the extent they exercise their discretion to cumulate votes in
the election of directors, vote such shares "FOR" the proposal set forth
below. If cumulative voting is invoked by a shareholder through proper notice
of the Company, unless a contrary direction is indicated, this proxy will give
the proxy holders named above authority, in their discretion, to cumulate all
votes to which the undersigned is entitled in respect of the shares
represented by this proxy and allocate them in favor of any one or more of the
nominees for director, if any situation arises which, in the opinion of the
proxy holders, makes such action necessary or desirable. If any further
matters properly come before the meeting, such shares shall be voted on such
matters in accordance with the best judgment of the proxy holders named above.
The Board of Directors recommends a vote FOR the following Proposal.
<PAGE>
1. Election of directors:
/ / FOR AUTHORITY to elect the / / WITHHOLD AUTHORITY to vote for
nominees listed below (except every nominees listed below
those whose names have been
crossed out)
JULIUS S. ANREDER CARL H. LINDNER FRED J. RUNK
JAMES E. EVANS ROBERT D. LINDNER RONALD F. WALKER
Date: , 1996 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.
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.
