AFG 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GV9erFRn9fCEVgDlsiFmn5gYKnFjAvBWbR81Lzl8vSTqJq8LB8vVv8zhdOSRQhCM +xbN7a8GofVm9kLJ2wHFxA== 0001042046-03-000004.txt : 20030114 0001042046-03-000004.hdr.sgml : 20030114 20030110163809 ACCESSION NUMBER: 0001042046-03-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LINDNER CARL H ET AL CENTRAL INDEX KEY: 0000943522 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE EAST FOURTH STREET SUITE 919 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135792540 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHIQUITA BRANDS INTERNATIONAL INC CENTRAL INDEX KEY: 0000101063 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 041923360 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31075 FILM NUMBER: 03511018 BUSINESS ADDRESS: STREET 1: 250 E FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137848880 MAIL ADDRESS: STREET 1: CHIQUITA BRANDS INTERNATIONAL, INC. STREET 2: 250 EAST FIFTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: UNITED BRANDS CO DATE OF NAME CHANGE: 19900403 SC 13D/A 1 cbi-frm45.htm CHIQUITA BRANDS 13D FILED BY AFG, ET. AL. AS OF 12/31/02 AFG 13D

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. 45)

Chiquita Brands International, Inc.
- ---------------------------------------------------
(Name of Issuer)

Common Stock, $.01 Par Value
- ---------------------------------------------------
(Title of Class of Securities)

170032809
- ---------------------------------------------------
(CUSIP Number)

James C. Kennedy, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2538
- ---------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

See Item 5
- ---------------------------------------------------
(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 [ ]

Page 1 of 18 Pages

<PAGE>

CUSIP NO. 025932 10 4			13D	Page 2 of 18 Pages

1	NAME OF REPORTING PERSONS
	S.S. OR I.R.S. IDENTIFICATION, NOS. OF ABOVE PERSONS

		American Financial Group, Inc. 31-1544320
		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

		0 (See Item 5)

9	SOLE DISPOSITIVE POWER SHARED VOTING POWER

		0

10	SHARED DISPOSITIVE POWER

		2,747,983 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
		2,747,983 (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)

		6.4% (See Item 5)

14	TYPE OF REPORTING PERSON*

		HC
		HC

<PAGE>

CUSIP NO. 025932 10 4			13D	Page 3 of 18 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

		286,000 (See Item 5)

8	SHARED VOTING POWER

		0

9	SOLE DISPOSITIVE POWER SHARED VOTING POWER

		536,738 (See Item 5)

10	SHARED DISPOSITIVE POWER

		2,747,983 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
		3,284,721 (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)

		7.6% (See Item 5)

14	TYPE OF REPORTING PERSON*

		IN

<PAGE>

CUSIP NO. 025932 10 4			13D	Page 4 of 18 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

		0 (See Item 5)

8	SHARED VOTING POWER

		0

9	SOLE DISPOSITIVE POWER SHARED VOTING POWER

		0 (See Item 5)

10	SHARED DISPOSITIVE POWER

		2,747,983

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
		2,747,983 (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)

		6.4% (See Item 5)

14	TYPE OF REPORTING PERSON*

		IN

<PAGE>

CUSIP NO. 025932 10 4			13D	Page 5 of 18 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

		0 (See Item 5)

8	SHARED VOTING POWER

		0

9	SOLE DISPOSITIVE POWER SHARED VOTING POWER

		0

10	SHARED DISPOSITIVE POWER

		2,747,983 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON

		2,747,983 (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)

		6.4% (See Item 5)

14	TYPE OF REPORTING PERSON*

		IN

<PAGE>

CUSIP NO. 025932 10 4			13D	Page 6 of 18 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

		0

8	SHARED VOTING POWER

		0

9	SOLE DISPOSITIVE POWER SHARED VOTING POWER

		0

10	SHARED DISPOSITIVE POWER

		2,747,983 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
		2,747,983 (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)

		6.4% (See Item 5)

14	TYPE OF REPORTING PERSON*

		IN

<PAGE>

Item 1.     Security and Issuer.

      This Amendment No. 45 to Schedule 13D is filed on behalf of American Financial Group, Inc. ("American Financial" or "AFG"), American Financial Corporation ("AFC"), and Carl H. Lindner, Carl H. Lindner III, S. Craig Lindner and Keith E. Lindner (collectively, the "Lindner Family") (AFG, AFC and the Lindner Family are collectively referred to as the "Reporting Persons"), to amend and update the Schedule 13D most recently amended October 3, 2002, relative to the common stock par value $.01 per share ("Common Stock") issued by Chiquita Brands International, Inc. ("Chiquita").

     The principal executive offices of Chiquita 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.

     As of December 31, 2002, the Lindner Family beneficially owned approximately 39.6% of the outstanding common stock of AFG and AFG beneficially owned all of the common stock of AFC (approximately 79% of AFC's outstanding voting equity securities). Through their ownership of common stock of American Financial and their positions as directors and executive officers of American Financial and AFC, the members of the Lindner Family may be deemed to be controlling persons with respect to American Financial and AFC.

Item 2. Identity and Background.

See the schedule attached hereto as Exhibit 1 which contains additional information concerning the Reporting Persons.

Item 4.     Purpose of Transaction.

     The Reporting Persons consider their beneficial ownership of Chiquita equity securities as an investment which they continue to evaluate. From time to time the Reporting Persons may dispose of some or all of the Chiquita equity securities which they beneficially own.

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<PAGE>

Item 5. Interest in Securities of the Issuer.

As of December 31, 2002, the Lindner Family beneficially owned an aggregate of 3,284,721 shares (or approximately 7.6%) of the outstanding Chiquita Common Stock as follows:

Holder	Number of Shares	Number of Warrants (a)	Total Common & Warrants Held
------	---------	-----------	--------------
CHL	286,000	250,738	536,738
ACC	0	118,868	118,868
GFID	0	3,454	3,454
AEIC	0	9,000	9,000
AESLIC	0	114,047	114,047
GSPR	0	8,693	8,693
GPRO	0	4,426	4,426
GAAL	0	2,929	2,929
GAAS	0	3,039	3,039
GAES	0	7,572	7,572
GAFRI	0	317,683	317,683
GAI	0	1,944,340	1,944,340
GANY	0	4,899	4,899
INFIN	0	47,547	47,547
MCC	0	67,012	67,012
OSC	0	6,961	6,961
TICO	0	2,166	2,166
TRANS	0	14,027	14,027
WIC	0	71,320	71,320
	----------	-----------	---------
TOTALS	286,000	2,998,721	3,284,721

(a) The Warrants are exercisable at any time at $19.23 per share of Common Stock.

ACC	=	Atlanta Casualty Company (b)
GFID	=	Great American Fidelity Insurance Company (a)
AEIC	=	American Empire Insurance Company (a)
AESLIC	=	American Empire Surplus Lines Insurance Company (a)
GSPR	=	Great American Spirit Insurance Company (b)
GPRO	=	Great American Protection Insurance Company (a)

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<PAGE>

GAAL	=	Great American Alliance Insurance Company (a)
GAAS	=	Great American Assurance Company (a)
GAES	=	Great American E&S Insurance Company (a)
GANY	=	Great American Insurance Company of New York (a)
GAFRI	=	Great American Financial Resources, Inc. (c)
GAI	=	Great American Insurance Company ("GAI") (b)
INFIN	=	Infinity Insurance Company (b)
MCC	=	Mid-Continent Casualty Company (a)
OSC	=	Oklahoma Surety Company (a)
TICO	=	TICO Insurance Company (b)
TRANS	=	Transport Insurance Company (a)
WIC	=	Windsor Insurance Company (b)

(a)	100% owned subsidiaries of GAI
(b)	100% owned subsidiary of AFC
(c)	83% owned subsidiary of 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 or to direct the disposition of, the Chiquita Common Stock held by such company.

At December 31, 2002, certain officers and directors of AFG and AFC beneficially owned shares of Chiquita Common Stock.

Holder	Number of Shares	Number of Warrants
---------------------	-----------------	------------------
Fred J. Runk	4	104
Thomas E. Mischell	0	5,000
Theodore H. Emmerich	0	118

Sales made by Carl H. Lindner within the past 60 days are as follows:

Date	Price Per Share	Number of Shares
------------	----------	---------
11/8/2002	$11.2549	30,000
11/14/2002	$12.3418	40,000
11/19/2002	$12.6285	10,000
11/20/2002	$12.6781	10,000
11/20/2002	$13.3596	5,000
11/22/2002	$13.0789	20,000
11/25/2002	$13.1796	10,000
11/25/2002	$13.0796	9,900
11/25/2002	$12.9696	100
11/26/2002	$13.8267	5,200
11/27/2002	$13.6288	20,000
11/27/2002	$13.7296	50,000
12/2/2002	$13.7288	19,400
12/2/2002	$13.7396	600
12/18/2002	$12.6797	14,100
12/18/2002	$12.7196	100
12/18/2002	$12.7297	2,000
12/18/2002	$12.6292	33,800
	-9-

<PAGE>

Date	Price Per Share	Number of Shares
------------	---------	---------


12/19/2002	$13.1796	19,700
12/19/2002	$13.1896	8,000
12/19/2002	$13.2196	300
12/19/2002	$13.2296	2,000
12/20/2002	$12.9796	26,900
12/20/2002	$12.9896	100
12/20/2002	$13.0246	3,000
12/23/2002	$13.1386	15,000
12/23/2002	$13.1596	14,800
12/23/2002	$13.1696	200
12/24/2002	$13.1446	200
12/24/2002	$13.1796	26,000
12/24/2002	$13.1996	900
12/26/2002	$13.2781	10,000
12/27/2002	$13.1774	6,957

On November 16, 2002, Fred J. Runk purchased 2 shares of Chiquita Common Stock for $11.00 per share. On December 31, 2002, Mr. Runk sold 880 shares of Chiquita Common Stock for $13.50 per share. Also, on November 16, 2002, Mr. Runk purchased 42 warrants at $2.80 per warrant and on December 31, 2002 he sold 14,661 warrants at $3.50 per warrant. On December 13, 2002, Theodore H. Emmerich sold 7 shares of Chiquita Common Stock for $12.42 per share.

As of December 31, 2002, and within the past 60 days, to the best knowledge and belief of the undersigned and other than as set forth herein, no transactions involving Chiquita Common Stock had been engaged in by the Reporting Persons, by AFG's or AFC's directors or executive officers.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     None

Item 7.   Material to be filed as Exhibits.

(1) Schedule referred to in Item 2.

(2) Agreement required pursuant to Regulation Section 240.13d-(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.

- - 10 -

<PAGE>

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: January 10, 2002

	AMERICAN FINANCIAL GROUP, INC.

	By: Karl J. Grafe
	-------------------------------
	Karl J. Grafe, Assistant General Counsel & Assistant Secretary

	AMERICAN FINANCIAL CORPORATION

	By: Karl J. Grafe
	-------------------------------
	Karl J. Grafe, Assistant General Counsel & Assistant Secretary

	Karl J. Grafe
	-------------------------------
	Karl J. Grafe, As Attorney-in-Fact for:
		Carl H. Lindner
		Carl H. Lindner III
		S. Craig Lindner
		Keith E. Lindner

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<PAGE>

Exhibit 1

Item 2.  Identity and Background.

     American Financial is engaged primarily 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.

     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 in 1955.

     Carl H. Lindner III's principal occupation is as Co-President of American Financial. He is also Co-President of AFC.

     S. Craig Lindner's principal occupations are as Co-President of American Financial and President of Great American Financial Resources, Inc., an affiliate of American Financial. He is also Co-President of AFC.

     Keith E. Lindner's principal occupation is as Co-President of American Financial. He is also Co-President of AFC.

     The identity and background of the executive officers, directors and controlling persons of American Financial and AFC (other than the Lindner Family, which is set forth above) are as follows:

     1. Theodore H. Emmerich is a retired managing partner of Ernst & Young, certified public accountants, Cincinnati, Ohio. He is presently a director of 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 also Senior Vice President and General Counsel of AFC.

     3. William W. Verity's principal occupation is as President of Veritas Asset Management, LLC, an investment management company. He is presently a director of American Financial and AFC. Mr. Verity's business address is 1103 Bay Street, Beaufort, SC 29902.

     4. William R. 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.

- 12 -

<PAGE>

     5. Fred J. Runk's principal occupation is as Senior Vice President and Treasurer of American Financial. He is also Senior Vice President and Treasurer of AFC.

     6. Thomas E. Mischell's principal occupation is as Senior Vice President - Taxes of American Financial. He is also a Senior Vice President of AFC.

     7. Keith A. Jensen's principal occupation is as Senior Vice President of American Financial. He is also Executive Vice President of Great American Financial Resources, Inc.

The following are persons who are executive officers of AFC who are not also executive officers of American Financial:

     1. Sandra W. Heimann's principal occupation is as a Vice President of AFC.

     The Lindner Family and American Financial may be deemed to be controlling persons with respect to AFC.

     Unless otherwise noted, the business address of American Financial, AFC 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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<PAGE>

Exhibit 2

AGREEMENT

     This Agreement executed this 7th day of April, 1995, is by and between American Premier Group, Inc. ("American Premier") and American Financial Corporation ("AFC"), both Ohio corporations, 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 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 AFC and its subsidiaries pursuant to Regulation Section 240.13d-3 promulgated under the Securities Exchange Act of 1934, as amended;

     WHEREAS, American Premier and AFC 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 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 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

By: /s/ James E. Evans
     James E. Evans
     Vice President & General Counsel
/s/ Carl H. Lindner
     Carl H. Lindner
/s/ Carl H. Lindner III
     Carl H. Lindner III
/s/ S. Craig Lindner
     S. Craig Lindner
/s/ Keith E. Lindner
     Keith E. Lindner

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<PAGE>

Exhibit 3

POWER OF ATTORNEY

-----------------

I, Carl H. Lindner, do hereby appoint James C. Kennedy and Karl J. Grafe, 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 Financial 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 Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the Securities and Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5^th day of November, 1997.

/s/Carl H. Lindner

----------------------------------

Carl H. Lindner

- - 15 -

<PAGE>

POWER OF ATTORNEY

-----------------

I, Carl H. Lindner III, do hereby appoint James C. Kennedy and Karl J. Grafe, 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 Financial 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 Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the Securities and Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5th day of November, 1997.

/s/Carl H. Lindner III

----------------------------------------

Carl H. Lindner III

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<PAGE>

POWER OF ATTORNEY

-----------------

I, S. Craig Lindner, do hereby appoint James C. Kennedy and Karl J. Grafe, 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 Financial 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 Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the Securities and Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5th day of November, 1997.

/s/ S. Craig Lindner

--------------------------------------

S. Craig Lindner

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<PAGE>

POWER OF ATTORNEY

-----------------

I, Keith E. Lindner, do hereby appoint James C. Kennedy and Karl J. Grafe, 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 Financial 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 Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the Securities and Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5th day of November, 1997.

/s/ Keith E. Lindner

------------------------------------

Keith E. Lindner

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