Carl H. Lindner, president of American Financial Corp., agreed yesterday to repay to the Cincinnati financial holding company $1.4 million as part of a settlement of Securities and Exchange Commission charges against him and the company.
In a federal court complaint filed in Washington, the commission accused the company, Lindner and others of violating antifraud and proxy provisions of federal securities laws. The agency charged that between 1972 and 1976 the defendants received loans and other financial assistance from company-owned banks without disclosing them to its shareholders or the SEC.
The two other defendants named in the suit are Charles H. Keating, former executive vice president and director of American Financial, and Donald P. Klekamp, former director of an American Financial subsidiary.
All the defendants consented to the settlement terms and to a federal court injunction that bars them from securities laws violations, although they neither admitted nor denied the SEC charges.
As part of the same case, the Cincinnati law firm of Keating, Muething & Klekamp, which performed legal services for American Financial and its subsidiaries, settled administrative allegations about its conduct. The firm, also without admitting or denying the SEC allegations, agreed to adopt additional internal and supervisory procedures related to its representation of clients in securities law matters.
The law firm also further agreed not to accept any new securities clients for a 60-day period.
In the federal court complaint against American Financial, the SEC in part charged that Lindner and Keating caused an American Financial subsidiary, American Financial Leasing and Services, to purchase about $3 million in loans, of which most had been made to the parent company or "to Lindner-related parties." The loans were made by a bank owned by an investment company which Lindner and one of his brothers controlled.
The sale of the loans in question had been required by a prospective purchaser of the bank.
American Financial said chairman and president Lindner, and Robert Lindner, vice chairman and senior vice president, have withdrawn their family.
The company said the Lindners advised that the decision to withdraw the proposals came after Goldman Sachs & Co. advised the company's special merger committee that a cash election price higher than that offered by the Lindners would have been required to be fair to public shareholders.
The company said it now will make an exchange offer for its common shares.
Shareholders will be allowed to exchange each share of common for $31.50 principal amount of 12 percent debentures due 1999 or one share of non-voting $.15 dividend cumulative preferred stock with a liquidation preference of $31.50. CAPTION: Picture, CARL H. LINDNER . . charged in loans deal