<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
American Annuity Group, Inc.
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
023840101
(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)
See Item 4
(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 19 Pages
<PAGE>
CUSIP NO. 023840101 13D Page 2 of 19 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. 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*
See Item 3
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
31,872,721 (See Item 5)
9. SOLE DISPOSITIVE POWER
---
10. SHARED DISPOSITIVE POWER
31,872,721 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,872,721 (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)
81.4%
14. TYPE OF REPORTING PERSON*
HC
HC
<PAGE>
CUSIP NO. 023840101 13D Page 3 of 19 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
3,857,898 (See Item 5)
9 SOLE DISPOSITIVE POWER
---
10 SHARED DISPOSITIVE POWER
3,857,898 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,857,898 (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)
9.9%
14 TYPE OF REPORTING PERSON*
HC
<PAGE>
CUSIP NO. 023840101 13D Page 4 of 19 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner
Carl H. Lindner III
S. Craig Lindner
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 Citizens
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
- - -
8 SHARED VOTING POWER
31,872,721 (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
31,872,721 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
31,872,721 (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)
81.4% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 12 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 Common Stock, par value $1.00 per share
("AAG Common Stock"), issued by American Annuity Group, Inc., a
Delaware corporation ("AAG").
The principal executive offices of AAG are located at 250
East Fifth 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.
On June 9, 1995, American Financial Group, Inc. changed its
name from American Premier Group, Inc. As of June 30, 1995, the
Lindner Family beneficially owned approximately 50.0% 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). AFC beneficially owns 82.6% of the outstanding
common stock of AFEI and its designees constitute a majority of
AFEI's Board of Directors. Additionally, certain officers and
executives of AFC also serve as officers of AFEI.
Through their ownership of approximately 50.0% of the
outstanding common stock of American Financial and their
positions as directors and executive officers of American
Financial, the members of the Lindner Family may be deemed to be
controlling persons with respect to American Financial.
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 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons plan to use funds available for
investment in order to exercise the rights it is to receive in
the rights offering described in Item 4.
- 5 -
<PAGE>
Item 4. Purpose of Transaction.
On July 10, 1995, AAG announced that it had filed a
registration statement with the Securities and Exchange
Commission in connection with a proposed rights offering.
American Financial has indicated to AAG that it intends to
exercise the rights it is to receive in the rights offering.
Please see AAG's News Release attached hereto as Exhibit 2.
The Reporting Persons are "controlling persons" of AAG. They
have substantial influence over the management and operations of
AAG and participate in the formulation, determination and
direction of business policies. Designees of American Financial
constitute three of the nine members of the Board of Directors of
AAG.
From time to time, the Reporting Persons may acquire
additional shares of AAG Common Stock or dispose of all or some
of the shares of AAG Common Stock which they beneficially own.
Item 5. Interest in Securities of the Issuer.
As of June 30, 1995, the Reporting Persons beneficially owned
31,872,721 shares (or approximately 81.4% of the outstanding
shares) of AAG Common Stock as follows:
Holder Number of Shares
AFEI 3,857,898
APU 553,092
GAI 26,841,731
SIC 620,000
----------
31,872,721
GAI = Great American Insurance Company, 100% owned by AFC
SIC = Stonewall Insurance Company, 100% owned by AFC
Each company listed above shares with the Reporting Persons
the power to vote, or to direct the voting of, and the power to
dispose of, or to direct the disposition of, the shares of AAG
Common Stock held by such company.
Ronald F. Walker, James E. Evans, Fred J. Runk, Sandra W.
Heimann and Thomas E. Mischell beneficially own 5,006, 17,500,
393, 1,000 and 10,000 shares of AAG Common Stock, respectively.
Julius S. Anreder, a director of AFEI, beneficially owns 2,135
shares of AAG Common Stock.
- 6 -
<PAGE>
As of June 30, 1995, and within the last 60 days, other than
as set forth above, no transactions involving AAG Common Stock
had been engaged in by the Reporting Persons, by American
Financial's, AFC's or AFEI's directors or officers.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
See Item 4.
Item 7. Material to be filed as Exhibits.
(1) Exhibit referred to in Item 2.
(2) AAG News Release dated July 10, 1995.
(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.
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: July 13, 1995 AMERICAN FINANCIAL 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, 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
(AAG.#12)
- 7 -
<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 and AFC. 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 and AFC.
- 8 -
<PAGE>
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 and AFC. 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 and
AFC. 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 and AFC. 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. Robert W. Olson's principal occupation is as Senior Vice
President and Secretary of American Financial.
8. Fred J. Runk's principal occupation is as Senior Vice
President and Treasurer of American Financial.
9. 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, and the remaining members of the Board of Directors,
which are set forth above) are as follows:
1. James E. Evans' principal occupation is as Senior Vice
President and General Counsel of American Financial. He is also
Vice President and General Counsel of AFC.
2. Sandra W. Heimann's principal occupation is as a Vice
President of AFC.
3. Robert C. Lintz's principal occupation is as a Vice
President of AFC.
4. Thomas E. Mischell's principal occupation is as Senior
Vice President - Taxes of American Financial. He is also a Vice
President of AFC.
5. Fred J. Runk's principal occupation is as Senior Vice
President and Treasurer of American Financial. He is also Vice
President and Treasurer of AFC.
- 9 -
<PAGE>
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 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 are 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.
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.
- 10 -
<PAGE>
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.
- 11 -
<PAGE>
Exhibit 2
NEWS RELEASE
FOR IMMEDIATE RELEASE
For: American Annuity Group, Inc. Contact:S. Craig Lindner
250 E. Fifth Street President, AAG
Cincinnati, OH 45202 513-579-2529
AMERICAN ANNUITY GROUP, INC. FILES
REGISTRATION STATEMENT TO OFFER
COMMON STOCK IN A RIGHTS OFFERINGS
CINCINNATI, OH, July 10, 1995 - American Annuity Group, Inc.
(NYSE: AAG) announced today that it has filed a Registration
Statement with the Securities and Exchange Commission to register
up to 3,950,000 shares of its Common Stock that are proposed to
be offered and sold in a rights offering.
Under the terms of the proposed rights offering, the Company will
distribute transferable rights to holders of its shares of Common
Stock on a record date to be fixed by its Board of Directors,
which date is expected to be shortly after the effective date of
the Registration Statement. Holders of Common Stock will receive
on right for each ten shares of Common Stock held as of the
Record Date. Each right will permit its holder to purchase one
share of Common Stock at a price to be determined by the Company
at the time the offer is commenced.
Holders who exercise in full all rights received will have the
ability to subscribe for additional shares of Common Stock at the
exercise price for the rights. The maximum number of shares
issuable pursuant to the rights offering, including the
oversubscription privilege, is 3,950,000. If an insufficient
number of shares are available to satisfy all oversubscription
exercises, then the available shares will be prorated among those
holders who exercise the oversubscription privilege.
- 12 -
<PAGE>
The distribution of rights is expected to commence in August and
the offering is expected to be completed approximately 20 days
after the rights are distributed. It is expected that the rights
will be eligible for trading on the New York Stock Exchange.
American Financial Group, inc. (NYSE: AFG), which owns
approximately 81.4% of the Company's outstanding Common Stock,
had indicated that it intends to exercise all of the rights it
receives but does not intend to exercise the oversubscription
privilege. If half of the remaining rights are exercised, the
Company would raise approximately $34 million in the offering.
In May 1995, American Annuity Group announced that it had signed
an agreement to acquire Laurentian Capital Corporation (ASE: LQ),
a Philadelphia-based life insurance holding company, for
approximately $106 million. Simultaneously with the acquisition,
American Annuity Group will repay $45 million of Laurentian debt.
The Company expects the rights offering to fund a portion of the
purchase price of Laurentian.
The Registration Statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration
Statement becomes effective. This release of information shall
not constitute an offer to sell or the solicitation of an offer
to buy. There will not be any offer to buy nor shall there be
any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale in unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction.
*************************
American Annuity Group sells individual and group annuities
nationwide to the savings and retirement markets through its
wholly-owned subsidiaries, Great American Life Insurance Company,
Lifestyle Financial Investments, Inc., and Retirement Resources
Group, Inc. Great American Life Insurance Company is licensed in
49 states, the District of Columbia and the Virgin Islands.
- 13 -
<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
- 14 -
<PAGE>
/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
- 15 -
<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
- 16 -
<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
- 17 -
<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
- 18 -
<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
- 19 -
