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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)
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)
September 29, 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 17 Pages
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CUSIP NO. 743834-20-2 13D Page 2 of 17 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 17 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
2,444,916
8 SHARED VOTING POWER
556,984 (See Item 5)
9 SOLE DISPOSITIVE POWER
2,444,916
10 SHARED DISPOSITIVE POWER
2,878,347 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,323,263 (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 17 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 17 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 17 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
1,083,313
8 SHARED VOTING POWER
556,984 (See Item 5)
9 SOLE DISPOSITIVE POWER
1,083,313
10 SHARED DISPOSITIVE POWER
2,878,347 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,961,660 (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. 16 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 April 12, 1995, relative to the no par
value Common Stock ("Common Stock") issued by Provident Bancorp,
Inc. ("Provident"). American Financial changed its corporate
name from American Premier Group, Inc. in June 1995.
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 September 30, 1995, the Lindner Family beneficially
owned approximately 48.0% of the outstanding common 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 2. Identity and Background.
See the schedule attached hereto as Exhibit 1 which contains
additional information concerning the Lindner Family, American
Financial and AFC.
Item 3. Source and Amount of Funds or Other Consideration.
Please see Item 4.
Item 4. Purpose of the Transaction.
On September 29, 1995, American Financial and Provident
entered into a Plan of Reorganization pursuant to which all
shares of Provident Series B Convertible Preferred Stock ("B
Preferred") were exchanged for an identical number of shares of
Provident Series C Convertible Preferred Stock ("C Preferred").
The terms of the Provident B Preferred did not permit American
Financial, its subsidiaries or affiliates to convert the B
Preferred into Provident Common Stock. The terms of the
Provident C Preferred permit American Financial, its subsidiaries
or affiliates to convert the C Preferred into Provident Common
Stock so long as American Financial, its subsidiaries or
affiliates do not, in the aggregate,beneficially own in excess of
9.9% of Provident's voting equity securities.
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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 September 30, 1995, the Reporting Persons beneficially
owned 8,121,201 shares (or approximately 45.4% 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) 2,444,916
Carl H. Lindner III (d) 777,040
S. Craig Lindner (e) 937,585
Keith E. Lindner (f) 1,083,313
Total: 8,121,201
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 2,325,792 shares held by his spouse and 42,185
shares held by a foundation 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 18,083
Sandra W. Heimann 327,736
Robert C. Lintz 2,250
Ronald F. Walker 270
As of September 30, 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.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Item 6 is amended by adding the following:
American Financial has agreed with the Board of Governors of
the Federal Reserve System that any shares of Provident Common
Stock received upon conversion of Provident C Preferred (taken
with all other Provident voting shares beneficially owned by
American Financial), which represent more than 4.9% of
Provident's outstanding voting shares, will be voted in strict
proportion with all other (non-American Financial held)
outstanding Provident voting shares.
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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.
(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: October 5, 1995
AMERICAN FINANCIAL GROUP, INC.
By: James C. Kennedy
James C. Kennedy, Secretary
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.#16)
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Exhibit 1
Item 2. Identity and Background.
American Financial 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 Financial 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. The Lindner Family and
American Financial may be deemed to be controlling persons with
respect to AFC.
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 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 Financial. He is a director of American Financial
and AFC.
S. Craig Lindner's principal occupations are as Vice
Chairman of American Financial and President of American Annuity
Group, Inc., a subsidiary of American Financial. He is a
director of American Financial and AFC.
Keith E. Lindner's principal occupations are as Vice
Chairman of American Financial and President and Chief Operating
Officer of Chiquita Brands International, Inc., an affiliate of
American Financial. He is a director of American Financial and
AFC.
The identity and background of the executive officers,
directors and controlling persons of American Financial (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
presently a director of American Financial and AFC.
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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 Financial and AFC. 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 Financial and
AFC. 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 Financial and AFC. 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 Financial.
7. Thomas E. Mischell's principal occupation is as Senior
Vice President - Taxes of American Financial. He is also a Vice
President of AFC.
8. Fred J. Runk's present principal occupation is as Senior
Vice President and Treasurer of American Financial. He is also
Vice President and Treasurer of AFC.
9. James C. Kennedy's principal occupation is as Secretary
of American Financial. He is also Deputy General Counsel and
Secretary of AFC.
10. Sandra W. Heimann's principal occupation is as a Vice
President of AFC.
11. Robert C. Lintz's principal occupation is as a Vice
President of 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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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
/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
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