Great Amer. Fin. Resrcs/Amer. Fin. Grp. SC 13E3/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Amendment No. 1
GREAT AMERICAN FINANCIAL RESOURCES, INC.
(Name of the Issuer)
GREAT AMERICAN FINANCIAL RESOURCES, INC.
AMERICAN FINANCIAL GROUP, INC.
GAFRI ACQUISITION CORP.
CARL H. LINDNER
CARL H. LINDNER III
S. CRAIG LINDNER
(Name of Person(s) Filing Statement)
Common Stock, $1.00 par value (GAFRI Common Stock)
(Title of Class of Securities)
389915019
(CUSIP Number of Class of Securities)
GREAT AMERICAN FINANCIAL RESOURCES, INC.
250 East Fifth Street, 10th Floor
Cincinnati, Ohio 45202
Attention: Mark F. Muething, Esq.
(513) 333-5300
AMERICAN FINANCIAL GROUP, INC.
GAFRI ACQUISITION CORP.
One East Fourth Street
Suite 900
Cincinnati, Ohio 45202
Attention: James C. Kennedy, Esq.
(513) 579-2538
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
with copies to:
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Keating Muething & Klekamp PLL
One East Fourth Street
Suite 1400
Cincinnati, Ohio 45202
Attention: Edward E. Steiner, Esq.
Mark A. Weiss, Esq.
513-579-6400
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Squire, Sanders & Dempsey L.L.P.
312 Walnut Street
Suite 3500
Cincinnati, Ohio 45202
Attention: Stephen C. Mahon, Esq.
513-361-1200 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
This statement is filed in connection with (check appropriate box):
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þ
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a.
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The filing of solicitation materials or an information statement subject to
Regulation 14A [17 CFR 240.14a-1 to 240.14b-2], Regulation 14C [17 CFR 240.14c-1 to
240.14c-101] or Rule 13e-3(c) [§240.13e-3(c)] under the Securities Exchange Act of
1934. |
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o
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b.
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The filing of a registration statement under the Securities Act of 1933. |
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o
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c.
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A tender offer. |
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o
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d.
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None of the above. |
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Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies: þ |
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Check the following box if the filing is a final amendment reporting the results of the
transaction: o |
Calculation of Filing Fee
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Transaction
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Amount of filing fee |
valuation* $235,617,707
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$7,233.46** |
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Set forth the amount on which the filing fee is calculated and state how it was determined. |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11: the filing fee of $7,233.46 was determined based upon the sum of (A) product of
9,208,886 outstanding shares of Common Stock and the merger consideration of $24.50 per share,
plus (B) up to $10,000,000 payable in connection with the extinguishing of outstanding options
to purchase GAFRI Common Stock (equal to $235,617,707). In accordance with Exchange Act Rule
0-11(c), the filing fee was determined by multiplying 0.00003070 by the sum of (A) and (B) in
the preceding sentence. |
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** |
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Previously paid |
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o |
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing. |
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Amount previously Paid: |
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Form or Registration No.: |
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Filing Party: |
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Date Filed: |
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TABLE OF CONTENTS
Introductory Statement
This Amendment No. 1 to Rule 13e-3 Transaction Statement (Amendment No. 1) is being
filed with the Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the
Securities Exchange Act of 1934, as amended (the Exchange Act) by Great American Financial
Resources, Inc., a Delaware corporation (GAFRIor the Company), American Financial Group, Inc.,
an Ohio corporation (AFG), GAFRI Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of AFG (GAC), Carl H. Lindner, Carl H. Lindner III and S. Craig Lindner (collectively,
the Filing Persons). This Amendment No. 1 amends the Rule 13e-3 Transaction Statement filed by
GAFRI, AFG and GAC on June 14, 2007 (the Transaction Statement). Capitalized terms used but not
defined in this Amendment No. 1 have the meanings assigned such terms in the Transaction Statement.
Concurrently with the filing of this Amendment No. 1, GAFRI is filing with the SEC a
preliminary proxy statement (the Proxy Statement) under Regulation 14A of the Exchange Act,
pursuant to which GAFRIs board of directors (the Board of Directors) is soliciting proxies from
stockholders of GAFRI in connection with the merger. The Proxy Statement is attached hereto as
Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Appendix A
and is incorporated in this Amendment No. 1 by reference. The attached Proxy Statement is in
preliminary form and is subject to completion by amendment.
Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement,
including all exhibits and appendices thereto, is expressly incorporated by reference in this
Amendment No. 1 in its entirety, and responses to each item herein are qualified in their entirety
by the information contained in the Proxy Statement. The cross references below are being supplied
pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of
the information required to be included in response to the items of Schedule 13E-3. Capitalized
terms used but not defined herein have the meanings assigned to them in the Proxy Statement.
The items to Schedule 13E-3 set forth in this Amendment No. 1 amend and restate the items
presented in the Transaction Statement. Items to Schedule 13E-3 not presented in this Amendment
No. 1 are incorporated in this Amendment No. 1 in their entirety from the Transaction Statement.
All information contained in, or incorporated by reference into, this Amendment No. 1
concerning each Filing Person was supplied by such Filing Person, and no other Filing Person,
including GAFRI, takes responsibility for the accuracy of such information as it relates to any
other Filing Person.
Item 2. Subject Company Information.
(a) Name and address. Great American Financial Resources, Inc., 250 East Fifth
Street, 10th Floor, Cincinnati, Ohio 45202, telephone number (513) 333-5300.
(b) Securities. The information set forth under The Special Meeting General;
Required Vote and Important Information Regarding GAFRIMarkets and Market Price in
the Proxy Statement is incorporated by reference.
(c) Trading Market and Price. The information set forth under Important
Information Regarding GAFRIMarkets and Market Price in the Proxy Statement is
incorporated by reference.
(d) Dividends. The information set forth under Important Information Regarding
GAFRIMarkets and Market Price in the Proxy Statement is incorporated by reference.
(e) Prior public offerings. Not Applicable.
(f) Prior stock purchases. None.
Item 3. Identity and Background of Filing Persons.
(a) Name and address.
GREAT AMERICAN FINANCIAL RESOURCES, INC.
250 East Fifth Street, 10th Floor
Cincinnati, Ohio 45202
(513) 333-5300
AMERICAN FINANCIAL GROUP, INC.
GAFRI ACQUISITION CORP.
One East Fourth Street
Suite 900
Cincinnati, Ohio 45202
(513) 579-2538
CARL H. LINDNER
CARL H. LINDNER III
S. CRAIG LINDNER
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2121
AFG beneficially owns approximately 81% of the outstanding GAFRI Common Stock. AFG
owns 100% of the outstanding common stock of GAC.
Carl H. Lindner is Chairman of the Board of both GAFRI and AFG. Carl H. Lindner III
is Co-Chief Executive Officer, Co-President and a Director of AFG. S. Craig Lindner
is Co-Chief Executive Officer, Co-President and a Director of AFG and Chief
Executive Officer and a Director of GAFRI.
Information regarding GAFRI required by Instruction C to Schedule 13E-3 is set forth
under Important Information Regarding GAFRIExecutive Officers and Directors of
GAFRI in the Proxy Statement and incorporated by reference. Information regarding
AFG and GAC required by Instruction C to Schedule 13E-3 was provided in Annex A to
the Transaction Statement.
The information set forth under Parties Involved in the Proposed Transaction in
the Proxy Statement is incorporated by reference.
(b) Business and background of entities. See paragraph (a) above.
(c) Business and background of natural person. The information regarding Carl H.
Lindner, Carl H. Lindner III and S. Craig Lindner was provided as set forth in paragraph
(a) above.
Item 4. Terms of the Transaction.
(a) Material terms. The information set forth under the following sections of the
Proxy Statement is incorporated by reference: Summary Term Sheet; Questions and
Answers About the Special Meeting and the Merger; The Special MeetingRequired Vote;
Special FactorsBackground of the Merger; Special Factors The Special Committee;
Special FactorsRecommendation of the Special Committee and the Board of Directors;
Special FactorsOpinion of the Special Committees Financial Advisor; Special
FactorsCertain Effects of the Merger; Special FactorsConsiderations Relating to the
Proposed Merger; Special FactorsInterests of Certain Persons in the Merger; Special
FactorsMaterial U.S. Federal Income Tax Consequences; and Terms of the Merger
AgreementConditions to the Merger.
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(b) Not applicable.
(c) Different terms. The information set forth under the following sections of the
Proxy Statement are incorporated by reference: Summary Term Sheet; Special
FactorsCertain Effects of the Merger; and Special FactorsInterests of Certain Persons
in the Merger.
(d) Appraisal rights. The information set forth under the following sections of the
Proxy Statement is incorporated by reference: Summary Term Sheet; Questions and
Answers About the Special Meeting and the Merger and Special FactorsAppraisal Rights.
(e) Provisions for unaffiliated security holders. None.
(f) Eligibility for listing or trading. Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(g) Transactions. GAFRI and American Money Management Corporation (AMM), a
wholly-owned subsidiary of AFG, are parties to an Investment Services Agreement under which
AMM provides investment services to GAFRIs insurance subsidiaries in accordance with
guidelines. GAFRI and its subsidiaries pay AMM a fee based on AMMs cost of providing these
services. Investment charges paid by us to AMM were $4.1 million in 2006.
Under a tax allocation agreement with AFG that became effective in 2006, GAFRI and its
subsidiaries in the consolidated tax return group generally pay or recover taxes based on
each subsidiarys contribution to amounts due under AFGs consolidated return. The tax
allocation agreement with AFG has not impacted the recognition of income tax expense and
income tax payable in GAFRIs financial statements. If the AFG tax group utilizes any of
GAFRIs net operating losses or deductions that originated prior to GAFRIs entering AFGs
consolidated tax group, AFG will pay to GAFRI an amount equal to the benefit received.
During 2006, GAFRI and its subsidiaries which are included in the AFG consolidated tax
group incurred income tax expense of $47.6 million.
GAFRI paid $2.1 million to AFG for various information technology services (primarily
outsourcing) in 2006. GAFRI paid approximately $202,000 to AFG for services related to
purchases from third party vendors. All of these transactions were based on fair market
value.
During 2006, GAFRI paid The Cincinnatian Hotel approximately $140,000 for lodging and
meeting accommodations. The hotel is owned by a subsidiary of AFG.
(h) Significant Corporate Events and (c) Negotiations or Contacts. The information set
forth under the following sections of the Proxy Statement is incorporated by reference:
Summary Term Sheet; Questions and Answers About the Special Meeting and the Merger;
Special FactorsThe Special Committee; Special FactorsRecommendation of the Special
Committee and the Board of Directors; Special FactorsOpinion of the Special Committees
Financial Advisor; Special FactorsInterests of Certain Persons in the Merger; and Terms
of the Merger Agreement.
(d) Conflicts of Interest. AFG and its securityholders stand to benefit from the
transactions described to the extent that AFGs purchase price for the outstanding shares of
GAFRI Common Stock is less than that which a third party may have to pay.
(e) Agreements Involving the Subject Companys Securities. None.
Item 6. Purposes of the Transaction and Plans or Proposals.
(b) Use of Securities Acquired. The information set forth under the following
sections of the Proxy Statement is incorporated by reference: Summary Term Sheet;
Questions and Answers About the
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Special Meeting and the Merger; Special FactorsRecommendation of the Special Committee
and the Board of Directors; Fairness of the Merger; Special FactorsCertain Effects of the
Merger; and Terms of the Merger AgreementConsideration to be Received Pursuant to the
Merger; Treatment of Stock Options.
(c)(1) to (c)(8) Plans. The information set forth under the following sections of
the Proxy Statement is incorporated by reference: Summary Term Sheet; Questions and
Answers About the Special Meeting and the Merger; Special Factors-Background of the
Merger; Special Factors-AFGs Reasons for the Merger; Special FactorsBackground of the
Merger; Special FactorsRecommendation of the Special Committee and the Board of
Directors; Special FactorsOpinion of the Special Committees Financial Advisor; Special
FactorsCertain Effects of the Merger; Special FactorsConsiderations Relating to the
Proposed Merger; Special FactorsInterests of Certain Persons in the Merger; Terms of
the Merger AgreementGeneral; The Merger; and Terms of the Merger AgreementWhen the
Merger Becomes Effective.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes. The information set forth under the following sections of the Proxy
Statement is incorporated by reference: Special FactorsBackground of the Merger;
Special Factors-AFGs Reasons for the Merger; Special FactorsRecommendation of the
Special Committee and the Board of Directors; Fairness of the Merger; and Special
FactorsConsiderations Relating to the Proposed Merger.
(b) Alternatives. The information set forth under the following sections of the
Proxy Statement is incorporated by reference: Special FactorsBackground of the Merger;
Special FactorsAFGs Reasons for the Merger; Special FactorsDetermination as to
FairnessAFG, GAFRI and Affiliaes; and Special FactorsRecommendation of the Special
Committee and the Board of Directors.
(c) Reasons. The information set forth under the following sections of the Proxy
Statement is incorporated by reference: Summary Term Sheet; Special
FactorsBackground of the Merger; Special FactorsRecommendation of the Special
Committee and the Board of Directors; Special FactorsOpinion of the Special
Committees Financial Advisor; Special FactorsCertain Effects of the Merger; Special
FactorsConsiderations Relating to the Proposed Merger; and Special FactorsInterests
of Certain Persons in the Merger.
(d) Effects. The information set forth under the following sections of the Proxy
Statement is incorporated by reference: Summary Term Sheet; Questions and Answers
About the Special Meeting and the Merger; Special FactorsBackground of the Merger;
and Special FactorsRecommendation of the Special Committee and the Board of Directors;
Special FactorsCertain Effects of the Merger; Special FactorsConsiderations Relating
to the Proposed Merger; Special FactorsInterests of Certain Persons in the Merger;
and Special FactorsMaterial U.S. Federal Income Tax Consequences.
Item 8. Fairness of the Transaction.
(a) Fairness. The information set forth under the following sections of the Proxy
Statement is incorporated by reference: Special FactorsBackground of the Merger;
Special FactorsRecommendation of the Special Committee and the Board of Directors;
Special FactorsOpinion of the Special Committees Financial Advisor; and Appendix
BOpinion of Cochran Caronia Waller LLC dated May 17, 2007.
(b) Factors considered in determining fairness. The information set forth under the
following sections of the Proxy Statement is incorporated by reference: Special
FactorsBackground of the Merger; Special FactorsRecommendation of the Special Committee
and the Board of Directors;
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Special FactorsOpinion of the Special Committees Financial Advisor; and Appendix
BOpinion of Cochran Caronia Waller LLC dated May 17, 2007.
(c) Approval of security holders. The information set forth under the following
sections of the Proxy Statement is incorporated by reference: Summary Term Sheet;
Questions and Answers About the Special Meeting and the Merger; The Special
MeetingGeneral; The Special MeetingRequired Vote; Terms of the Merger
AgreementConditions to the Merger.
(d) Unaffiliated representative. An unaffiliated representative was not retained to
act solely on behalf of the unaffiliated stockholders for purposes of negotiating the terms
of the merger or preparing a report concerning the fairness of the merger. The information
set forth under the following sections of the Proxy Statement is incorporated by reference:
Special FactorsThe Special Committee; Special FactorsRecommendation of the Special
Committee and the Board of Directors; and Special FactorsOpinion of the Special
Committees Financial Advisor.
(e) Approval of directors. The information set forth under the following sections of
the Proxy Statement is incorporated by reference: Summary Term Sheet; Special
FactorsReasons for the Merger; Special FactorsRecommendation of the Special Committee
and the Board of Directors; and Special FactorsOpinion of the Special Committees
Financial Advisor.
(f) Other offers. Not applicable.
Item 12. The Solicitation or Recommendation.
(d) Intent to tender or vote in a going-private transaction The information set forth
under the following sections of the Proxy Statement is incorporated by reference: Summary
Term Sheet; Questions and Answers About the Special Meeting and the Merger and The
Special MeetingRequired Vote.
(e) Recommendations of others. The information set forth under the following section of
the Proxy Statement is incorporated by reference: Special FactorsRecommendation of the
Special Committee and the Board of Directors; Fairness of the Merger.
Item 15. Additional Information.
(b) Other material information. All information set forth in the Proxy Statement,
including all appendices to the Proxy Statement, is incorporated by reference.
Item 16. Exhibits.
(a) Proxy Statement of GAFRI, including the form of proxy card, letter to
stockholders and notice of special meeting of stockholders (incorporated by reference to
the Proxy Statement).
(b) Not applicable.
(c)(1) Opinion of Cochran Caronia Waller LLC (CCW) dated May 17, 2007 (incorporated
by referenced to Appendix B to the Proxy Statement).
(c)(2) Presentation of CCW to the Special Committee of Independent Directors of the
Board of Directors of GAFRI dated May 17, 2007 (previously filed).
(d)(1) Agreement and Plan of Merger, dated as of May 17, 2007, by and among Great
American Financial Resources, Inc., American Financial Group, Inc. and GAFRI Acquisition
Corp. (incorporated by reference to Appendix A to the Proxy Statement).
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(d)(2) Power of Attorney for Carl H. Lindner, Carl H. Lindner III and S. Craig
Lindner.
(f) The information set forth under the following sections of the Proxy Statement is
incorporated by reference: Special FactorsAppraisal Rights and Appendix CSection 262 of
the Delaware General Corporation Law.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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GREAT AMERICAN FINANCIAL RESOURCES, INC. |
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July 25, 2007
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/s/ Mark F. Muething |
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Date
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Mark F. Muething
Executive Vice President |
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AMERICAN FINANCIAL GROUP, INC. |
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July 25, 2007
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/s/ James C. Kennedy |
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Date
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James C. Kennedy
Vice President |
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GAFRI ACQUISITION CORP. |
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July 25, 2007
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/s/ James C. Kennedy |
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Date
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James C. Kennedy |
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Vice President |
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July 25, 2007
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Date
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Carl H. Lindner |
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July 25, 2007
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Date
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Carl H. Lindner III |
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July 25, 2007
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Date
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S. Craig Lindner |
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July 25, 2007
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*By:
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/s/ Karl J. Grafe |
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Date
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Karl J. Grafe
Attorney in Fact |
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