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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)
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)
April 3, 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 20 Pages
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CUSIP NO. 743834-20-2 13D Page 2 of 20 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
American Premier 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
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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
CO
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CUSIP NO. 743834-20-2 13D Page 3 of 20 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
2,447,340
8 SHARED VOTING POWER
3,004,324 (See Item 5)
9 SOLE DISPOSITIVE POWER
2,447,340
10 SHARED DISPOSITIVE POWER
5,325,687 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,325,687 (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)
29.8% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 743834-20-2 13D Page 4 of 20 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
779,396
8 SHARED VOTING POWER
1,336,380 (See Item 5)
9 SOLE DISPOSITIVE POWER
779,396
10 SHARED DISPOSITIVE POWER
3,657,743 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,657,743 (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)
20.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 743834-20-2 13D Page 5 of 20 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
1,494,569 (See Item 5)
9 SOLE DISPOSITIVE POWER
937,585
10 SHARED DISPOSITIVE POWER
3,815,932 (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)
21.4% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 743834-20-2 13D Page 6 of 20 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
1,091,854
8 SHARED VOTING POWER
1,648,838 (See Item 5)
9 SOLE DISPOSITIVE POWER
1,091,854
10 SHARED DISPOSITIVE POWER
3,970,201 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,970,201 (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)
22.2% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Amendment No. 15 to Schedule 13D is filed on behalf of
American Premier Group, Inc. ("American Premier"), American
Financial Corporation ("AFC"), and Carl H. Lindner, Carl H.
Lindner III, S. Craig Lindner and Keith E. Lindner (collectively,
the "Lindner Family") (American Premier, 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 November 5, 1993, relative to the no par
value Common Stock ("Common Stock,") issued by Provident Bancorp,
Inc. ("Provident"). American Premier, Carl H. Lindner III, S.
Craig Lindner and Keith E. Lindner are being added as Reporting
Persons to this joint filing as a result of the transaction
described in Item 3 below.
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 April 7, 1995, the Lindner Family beneficially owned
approximately 49.8% of the outstanding common stock of American
Premier and American Premier beneficially owned all of the common
stock of AFC (approximately 79% of AFC's outstanding voting
equity securities).
Item 2. Identity and Background.
See the schedule attached hereto as Exhibit 1 which contains
additional information concerning the Lindner Family, American
Premier and AFC.
Item 3. Source and Amount of Funds or Other Consideration.
On April 3, 1995, American Premier acquired AFC and American
Premier Underwriters, Inc. ("APU") in a transaction involving the
merger of AFC and APU with two separate wholly-owned subsidiaries
of American Premier. As a result of that transaction, American
Premier became the beneficial owner of all of the equity
securities held by AFC, APU and their subsidiaries. The shares
of Provident Common Stock to which this Statement relates are
held as set forth in Item 5.
Through their ownership of approximately 49.8% of the
outstanding common stock of American Premier and their positions
as directors and executive officers of American Premier, the
members of the Lindner Family may be deemed to be controlling
persons with respect to American Premier.
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Item 4. Purpose of the Transaction.
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.
Item 5. Interest in Securities of the Issuer.
As of April 7, 1995, the Reporting Persons beneficially owned
8,134,522 shares (or approximately 45.5% of the outstanding
shares) of Provident Common Stock as follows:
Holder Number of Shares
AFC 34,000
GAI 2,291,287
GALIC 553,060
Carl H. Lindner (a) 2,447,340
Carl H. Lindner III (b) 779,396
S. Craig Lindner (c) 937,585
Keith E. Lindner (d) 1,091,854
Total: 8,134,522
GAI = Great American Insurance Company, 100% owned by AFC
GALIC = Great American Life Insurance Company, 81.4% owned by
American Premier
(a) Includes 325,792 shares held by his spouse and 44,609 shares
held by a foundation over which he has voting and investment
power. Does not include 556,984 shares held by subsidiaries
of American Premier, 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 held by
subsidiaries of American Premier issuable to any person or
entity to which such shares may be transferred and which are
not entitled to vote but as to which Mr. Lindner and AFC
share investment power.
(b) Includes 1,854 shares held by his spouse. Does not include
shares beneficially owned by American Premier. See Note
(a).
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(c) 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 Premier. See Note (a).
(d) 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 131,832 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 Premier. See
Note (a).
Certain officers and directors of American Premier and AFC
beneficially own shares of Provident Common Stock as follows:
Holder Number of Shares
Robert D. Lindner 1,080,775
Richard E. Lindner 192,709
James E. Evans 9,651
Fred J. Runk 66,105
Thomas E. Mischell 18,083
Sandra W. Heimann 325,946
Robert C. Lintz 2,250
Ronald F. Walker 270
As of April 7, 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 Premier or AFC.
Item 6. Contracts, Arrangements, Understandings or
Relationships
With Respect to Securities of the Issuer.
See the documents referred to in Item 7 and numbered (4)
through (17).
Item 7. Material to be filed as Exhibits.
(1) Schedule referred to in Item 2.
(2) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
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(3) Powers of Attorney executed in connection with filings
under the Securities Exchange Act of 1934, as amended.
(4) Pledge and Security Agreement dated October 28, 1993
between Carl H. Lindner, Jr. and Keith E. Lindner,
Trustee under Irrevocable Trust Indenture with Martha
S. Lindner, dated July 1, 1983.
(5) Pledge and Security Agreement dated October 28, 1993
between Carl H. Lindner, Jr. and Keith E. Lindner,
Trustee under Irrevocable Trust Indenture with Carl H.
Lindner, III and Martha S. Lindner, dated October 23,
1984.
(6) Pledge and Security Agreement dated October 28, 1993
between Carl H. Lindner, Jr. and Keith E. Lindner,
Trustee under Irrevocable Trust Indenture with Carl H.
Lindner, III and Martha S. Lindner, dated August 23,
1985.
(7) Pledge and Security Agreement dated October 28, 1993
between Carl H. Lindner, Jr. and Keith E. Lindner,
Trustee under Irrevocable Trust Indenture with Carl H.
Lindner, III and Martha S. Lindner, dated September 26,
1989.
(8) Pledge and Security Agreement dated October 29, 1993
between Carl H. Lindner, Jr. and Keith E. Lindner and
S. Craig Lindner, Trustees under an Amended and
Restated Trust Agreement with Carl H. Lindner, III
dated November 5, 1984.
(9) Pledge and Security Agreement dated October 28, 1993
between Carl H. Lindner, Jr. and Keith E. Lindner,
Trustee under Irrevocable Trust Indenture with Frances
R. Lindner, dated February 13, 1985.
(10) Pledge and Security Agreement dated October 28, 1993
between Carl H. Lindner, Jr. and Frances R. Lindner,
custodian for S. Craig Lindner, Jr. under Ohio
Transfers to Minors Act.
(11) Pledge and Security Agreement dated October 28, 1993
between Carl H. Lindner, Jr. and Frances r. Lindner,
Custodian for christine Frances Lindner under Ohio
Transfers to Minors Act.
(12) Pledge and Security Agreement dated October 28, 1993
between Carl H. Lindner, Jr. and Frances R. Lindner,
Custodian for Clara Ann Lindner under Ohio Transfers to
Minors Act.
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(13) Pledge and Security Agreement dated October 28, 1993
between Carl H. Lindner, Jr. and Frances R. Lindner,
Custodian for Corinne Edyth Lindner under Ohio
Transfers to Minors Act.
(14) Pledge and Security Agreement dated October 28, 1993
between Carl H. Lindner, Jr. and S. Craig Lindner,
Trustee for S. Craig Lindner Living Trust dated March
30, 1983.
(15) Pledge and Security Agreement dated October 28, 1993
between Carl H. Lindner, Jr. and Keith E. Lindner and
Christopher B. Hewett, Trustees of the Courtney O'Neil
1992 Trust dated December 22, 1992.
(16) Pledge and Security Agreement dated October 28, 1993
between Carl H. Lindner, Jr. and Courtney O'Neil and
Christopher B. Hewett, Trustees of the Keith E. Lindner
1992 Trust dated December 22, 1992.
(17) Pledge and Security Agreement dated October 28, 1993
between Carl H. Lindner, Jr. and Keith E. Lindner and
Christopher B. Hewett, Trustees of the Keith E. Lindner
Living Trust dated June 2, 1992.
Exhibits 4 through 17 are incorporated herein by reference
from Amendment No. 14 to Schedule 13D filed by AFC and Carl H.
Lindner.
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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: April 12, 1995
AMERICAN PREMIER 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
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.#15)
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Exhibit 1
Item 2. Identity and Background.
American Premier 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 Premier 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
Premier. 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 Premier.
S. Craig Lindner's principal occupations are as Vice
Chairman of American Premier and President of American Annuity
Group, Inc., a subsidiary of American Premier.
Keith E. Lindner's principal occupations are as Vice
Chairman of American Premier and President and Chief Operating
Officer of Chiquita Brands International, Inc., an affiliate of
American Premier.
The identity and background of the executive officers,
directors and controlling persons of American Premier (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 Premier. 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 Premier. He is
presently a director of American Premier.
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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 Premier. 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 Premier. 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 Premier. 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 Premier. He is presently a director of
American Premier.
7. Robert W. Olson's principal occupation is as Senior Vice
President and Secretary of American Premier. He is presently a
director of American Premier.
8. Fred J. Runk's present principal occupation is as Senior
Vice President and Treasurer of American Premier.
9. Thomas E. Mischell's principal occupation is as Senior
Vice President - Taxes of American Premier.
The identity and background of the executive officers,
directors and controlling persons of AFC (other than the Lindner
Family, which is 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 AFC. Mr. Lindner's business address is
3955 Montgomery Road, Cincinnati, Ohio 45212.
2. Richard E. Lindner is a private investor. He was
Chairman of the Board and Chief Executive Officer of Thriftway,
Inc. (a privately-held supermarket chain) until its sale in March
1995. He is presently a director of AFC. Mr. Lindner's business
address is 4901 Hunt Road, Cincinnati, Ohio 45242, Cincinnati,
Ohio 45242.
3. Ronald F. Walker's principal occupation is as an
executive of AFC. He is presently a director of AFC. Mr.
Walker's business address is 580 Walnut Street, Cincinnati, Ohio
45202.
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4. James E. Evans' principal occupation is as Senior Vice
President and General Counsel of American Premier.
5. Sandra W. Heimann's principal occupation is as a Vice
President of AFC.
6. Robert C. Lintz's principal occupation is as a Vice
President of AFC.
7. Thomas E. Mischell's principal occupation is as Senior
Vice President - Taxes of American Premier.
8. Fred J. Runk's present principal occupation is as Senior
Vice President and Treasurer of American Premier.
The Lindner Family and American Premier may be deemed to be
controlling persons with respect to AFC.
Unless otherwise noted, the business address of
American Premier, 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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Exhibit 2
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
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/s/ Keith E. Lindner
Keith E. Lindner
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Exhibit 3
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
