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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)
PROVIDENT BANCORP, INC.
(Name of Issuer)
Class A Common Stock, No Par Value
(Title of Class of Securities)
743834-20-2
(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)
November 24, 1995
(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 15 Pages
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CUSIP NO. 743834-20-2 13D Page 2 of 15 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. 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*
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
556,984 (See Item 5)
9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
2,878,347 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,878,347 (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)
16.1% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
HC
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CUSIP NO. 743834-20-2 13D Page 3 of 15 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
441,212
8 SHARED VOTING POWER
556,984 (See Item 5)
9 SOLE DISPOSITIVE POWER
441,212
10 SHARED DISPOSITIVE POWER
2,878,347 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,319,559 (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)
18.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 743834-20-2 13D Page 4 of 15 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
777,040
8 SHARED VOTING POWER
556,984 (See Item 5)
9 SOLE DISPOSITIVE POWER
777,040
10 SHARED DISPOSITIVE POWER
2,878,347 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,655,387 (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)
20.4% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 743834-20-2 13D Page 5 of 15 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
937,585
8 SHARED VOTING POWER
556,984 (See Item 5)
9 SOLE DISPOSITIVE POWER
937,585
10 SHARED DISPOSITIVE POWER
2,878,347 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,815,932 (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)
21.3% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 743834-20-2 13D Page 6 of 15 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
1,083,301
8 SHARED VOTING POWER
556,984 (See Item 5)
9 SOLE DISPOSITIVE POWER
1,083,301
10 SHARED DISPOSITIVE POWER
2,878,347 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,961,648 (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)
22.1% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Amendment No. 17 to Schedule 13D is filed on behalf of
American Financial Group, Inc. ("American Financial"), American
Financial Corporation ("AFC"), and Carl H. Lindner, Carl H.
Lindner III, S. Craig Lindner and Keith E. Lindner (collectively,
the "Lindner Family") (American Financial, AFC and the Lindner
Family are collectively referred to as the "Reporting Persons"),
to amend and update the Schedule 13D most recently amended by AFC
and Carl H. Lindner on October 5, 1995, relative to the no par
value Common Stock ("Common Stock") issued by Provident Bancorp,
Inc. ("Provident").
The principal executive offices of Provident are located at
One East Fourth 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 November 15, 1995, the Lindner Family beneficially
owned approximately 48.2% of the outstanding voting 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).
Item 4. Purpose of the Transaction.
On November 24, 1995, Carl H. Lindner's spouse transferred
2,000,000 shares of Provident Common Stock to unaffiliated trusts
the beneficiaries of which are Mrs. Lindner and Carl H. Lindner
III, S. Craig Lindner and Keith E. Lindner.
The Reporting Persons consider their beneficial ownership of
Provident equity securities as an investment which they continue
to evaluate. Although they have no present plans to do so, from
time to time the Reporting Persons may acquire additional
Provident equity securities or dispose of some or all of the
Provident equity securities which they beneficially own.
Except as set forth in this Item 4, the Reporting Persons
presently have no plans or proposals that relate to or would
result in any of the actions specified in clauses (a) through (j)
of Item 4 of Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
As of December 1, 1995, the Reporting Persons beneficially
owned 6,117,485 shares (or approximately 34.1% of the outstanding
shares) of Provident Common Stock as follows:
Holder Number of
Shares
GAI (a) 2,325,287
GALIC (b) 553,060
Carl H. Lindner (c) 441,212
Carl H. Lindner III (d) 777,040
S. Craig Lindner (e) 937,585
Keith E. Lindner (f) 1,083,301
Total: 6,117,485
GAI = Great American Insurance Company, 100% owned by AFC
GALIC = Great American Life Insurance Company, 81.4% owned by
American Financial
(a) Includes 1,882,163 shares issuable upon conversion of
Provident C Preferred.
(b) Includes 439,200 shares issuable upon conversion of
Provident C Preferred.
(c) Includes 325,792 shares held by his spouse and 38,481 shares
held by a foundation (which disposed of 3,704 shares by gift
in November 1995) over which he has voting and investment
power. Does not include 556,984 shares held by subsidiaries
of American Financial, of which he is Chairman of the Board
and Chief Executive Officer and with whom he shares voting
and investment power and 2,321,363 shares issuable to
subsidiaries of American Financial upon conversion of
preferred stock.
(d) Includes 1,854 shares held by his spouse. Does not include
shares beneficially owned by American Financial. See Note
(c).
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(e) Includes 146,326 shares held by his spouse individually and
as custodian for their minor children and 3,000 shares held
by a foundation over which he has voting and investment
power. Does not include shares beneficially owned by
American Financial. See Note (c).
(f) Includes 1,746 shares he holds as custodian for his minor
children, 151,281 held in two trusts for the benefit of his
minor children, over which he or his spouse have shared
voting and investment power. Also includes 134,188 shares
which are held in a trust for the benefit of the minor
children of Carl H. Lindner III and 20,000 shares which are
held in a trust for the benefit of the minor children of S.
Craig Lindner, in each case over which he has sole voting
and investment power but no pecuniary interest. Does not
include shares beneficially owned by American Financial.
See Note (c).
Certain officers and directors of American Financial and AFC
beneficially own shares of Provident Common Stock as follows:
Holder Number of Shares
James E. Evans 9,651
Fred J. Runk 66,105
Thomas E. Mischell 543,083(a)
Sandra W. Heimann 327,736
Robert C. Lintz 2,250
Ronald F. Walker 270
(a) Includes 525,000 shares in an irrevocable trust of
which he is co-trustee; the trustees have the power to vote and
dispose of the shares.
In October 1995 Keith E. Lindner gifted 12 shares of
Provident. As of December 1, 1995, and within the last 60 days,
to the best knowledge and belief of the undersigned, other than
as described herein, no transactions involving Provident equity
securities had been engaged in by the Reporting Persons or by the
directors or executive officers of American Financial or AFC.
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Item 7. Material to be filed as Exhibits.
(1) Agreement required pursuant to Regulation Section
240.13d-1(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.
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: December 4, 1995
AMERICAN FINANCIAL GROUP, INC.
By: James C. Kennedy
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James C. Kennedy, Secretary
AMERICAN FINANCIAL CORPORATION
By: James C. Kennedy
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James C. Kennedy, Deputy General
Counsel and 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
(PROV-BNK.#17)
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Exhibit 1
AGREEMENT
This Agreement executed this 7th day of April, 1995, is by
and among 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 American Premier, AFC and
their 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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Exhibit 2
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
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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
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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
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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
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