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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
SCHEDULE 13D
Amendment No. 5
Under the Securities Exchange Act of 1934
Duramed Pharmaceuticals, Inc.
_________________________________________________________________
(Name of Issuer)
Common Stock, $.01 par value per share
_________________________________________________________________
(Title of Class of Securities)
266354 10 9
_________________________________________________________________
(CUSIP Number)
Gary P. Kreider, Esq.
Keating, Muething & Klekamp
One East Fourth Street, 18th Floor
Cincinnati, Ohio 45202
(513) 579-6411
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 6, 1996
_________________________________________________________________
(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 [ ].
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CUSIP NO. 266354 10 9 13D Page 2 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Provident Bancorp, Inc.
31-0982792
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
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 Corporation
7 SOLE VOTING POWER
NUMBER OF 470,907 - See Items 4 and 5
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
470,907 - See Items 4 and 5
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
470,907 - See Items 4 and 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5% - See Items 4 and 5
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
____________________
This statement relates to the common stock, $.01
par value per share ("Common Stock") of Duramed Pharmaceuticals,
Inc. ("Duramed"), 7155 East Kemper Road, Cincinnati, Ohio 45249.
Item 2. Identity and Background.
________________________
Provident Bancorp, Inc.
_______________________
(a) - (c) Provident Bancorp, Inc. ("Bancorp") is
an Ohio corporation which is registered
as a bank holding company under the Bank
Holding Company Act of 1956 and is the
parent of The Provident Bank
("Provident"). Bancorp's principal
business address and the address of its
principal office is One East Fourth
Street, Cincinnati, Ohio 45202.
(d) Bancorp during the last five (5) years,
has not been convicted in a criminal
proceeding (excluding traffic violations
or similar misdemeanors).
(e) Bancorp during the last five (5) years,
has not been a party to a civil
proceeding of a judicial or adminis-
trative body of competent jurisdiction
which resulted in Bancorp being at any
time 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.
(f) Not applicable.
Information with respect to directors and
executive officers of Bancorp is set forth on Schedule 1 hereto.
Item 3. Source and Amount of Funds.
___________________________
Not applicable.
Item 4. Purpose of Transaction.
_______________________
Bancorp filed a Schedule 13D on July 19, 1993 and
Amendment No. 1 thereto on August 31, 1995 to report the
acquisition of beneficial ownership, through its wholly-owned
subsidiary Provident, of equity securities of Duramed.
This Amendment No. 5 to Schedule 13D is being
filed to reflect Bancorp's conversion of 42,130 shares of
Duramed's $.001 par value Series B Convertible Preferred Stock
("Convertible Preferred Stock") into 421,300 shares of Common
Stock, and Bancorp's sale, pursuant to Rule 144 of the Securities
Act of 1933, of 200,000 shares of Common Stock. Bancorp has not
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acquired additional Duramed securities since the filing of
Amendment No. 2 to Schedule 13D.
Bancorp intends to monitor the market for Duramed
securities and may sell some or all of the securities from time
to time, depending on conditions. Such sale could be in one or
more public or private transactions.
Except for shares of Common Stock that may be issued
upon exercise of a Warrant and conversion of the Convertible
Preferred Stock (as defined below), neither Bancorp nor any of
its subsidiaries has any plans or proposals which relate to or
would result in any of the following events:
(a) The acquisition by any person of additional
securities of Duramed, or the disposition of securities of
Duramed;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Duramed or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets
of Duramed or any of its subsidiaries;
(d) Any change in the present board of directors or
management of Duramed, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies
on the board;
(e) Any material change in the present capitalization
or dividend policy of Duramed;
(f) Any other material change in Duramed's business or
corporate structure;
(g) Changes in Duramed's Certificate of Incorporation
or Bylaws or other actions which may impede the acquisition of
control of the issuer by any person;
(h) Causing a class of securities of Duramed to be
delisted from a national securities exchange or to cease to be
authorized to be quoted on an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of Duramed becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated
above.
Item 5. Interest in Securities of Issuer.
_________________________________
(a) - (b)
Provident owns 268,018 shares (3%) of Common Stock,
issued upon conversion of the Convertible Preferred Stock, as to
which it has sole voting and dispositive power.
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In addition, Provident beneficially owns, as defined in
Rule 13d-3, additional shares as to which it has sole voting and
dispositive power through ownership of the following securities:
32,529 shares of Duramed's Convertible Preferred Stock
(convertible into 325,290 shares of Common Stock, subject to
adjustment). The 268,018 shares of Common Stock and the 32,529
shares of Convertible Preferred Stock were acquired pursuant to a
Forbearance Agreement dated as of July 8, 1993. No shares of the
Preferred Stock are convertible by Provident or certain of its
affiliates if the effect would be to cause Provident and such
affiliates to own more than 5% of the outstanding Common Stock,
except in connection with a sale of Common Stock received upon
conversion. Provident also holds a Warrant to purchase 200,000
shares of Common Stock. Although the Warrant is currently
exercisable by its terms, Provident cannot exercise the Warrant
for shares if the effect would be to cause Provident and its
affiliates to own more than 5% of the outstanding Common Stock.
Therefore, pursuant to Rule 13d-4, Bancorp disclaims beneficial
ownership of the Common Stock issuable upon conversion of the
Preferred Stock or upon exercise of the Warrant to the extent
such conversion or exercise would result in Bancorp's ownership
of outstanding Common Stock exceeding 5%. If Provident were to
convert the Convertible Preferred Stock in full and exercise the
Warrant in full, Provident would hold 8.3% of the Common Stock.
Bancorp has registration rights for the 268,018 shares of Common
Stock and the Common Stock issuable upon exercise of the Warrants
and conversion of the Convertible Preferred Stock.
(c) Except as reported herein, neither Bancorp nor any of
its subsidiaries have effected any transactions in equity
securities of Duramed during the past sixty days.
(d) None
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the Issuer.
_______________________________________________________
Provident is a party to the following agreements,
all of which are discussed in Item 5 above:
1. Forbearance Agreement dated July 8, 1993, as
amended.
2. Registration Rights Agreement, as amended,
relating to the Common Stock issued pursuant to the Forbearance
Agreement and the Common Stock issuable upon exercise of the
Convertible Preferred Stock.
3. Warrant to purchase 200,000 Shares of Common
Stock.
4. Registration Rights Agreement relating to the
Common Stock issuable upon exercise of the Warrant.
Other than as listed above, neither Bancorp nor
any of its subsidiaries is party to any agreement with respect to
any securities of Duramed, including agreements with respect to
the transfer or voting of any
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such securities, finder's fees, joint ventures, loans or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits.
_________________________________
None
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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.
PROVIDENT BANCORP, INC.
Dated: May 9, 1996 BY: Mark E. Magee
_______________________________
Mark E. Magee
Its: Vice President
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SCHEDULE 1
The following is information with respect to each
person who is a director or executive officer of Bancorp.
Jack M. Cook is a director of Bancorp. Mr. Cook's
principal occupation is as President and Chief Executive Officer
of The Health Alliance of Greater Cincinnati, 2060 Reading Road,
Suite 400, Cincinnati, Ohio 45202-1456.
Allen L. Davis is a director of Bancorp. He also
serves as President of Bancorp and Provident.
Thomas D. Grote, Jr. is a director of Bancorp. Mr.
Grote's principal occupation is as President of Thomas J. Dyer
Company, 5240 Lester Road, Cincinnati, Ohio 45213.
Philip R. Myers is a director of Bancorp. He also
serves as Senior Executive Vice President of Provident and Senior
Vice President of Bancorp.
Joseph A. Pedoto is a director of Bancorp. Mr.
Pedoto's principal occupation is as President of the financial
consulting firm of JLM Financial, 580 Walnut Street, Cincinnati,
Ohio 45202.
Sidney A. Peerless is a director of Bancorp. Dr.
Peerless' principal occupation is as a physician and surgeon.
Joseph A. Steger is a director of Bancorp. Mr.
Steger's principal occupation is as President of The University
of Cincinnati, Mail Location 0063, Cincinnati, Ohio 45221-0063.
John R. Farrenkopf is Vice President and Chief
Financial Officer of Bancorp and Senior Vice President and Chief
Financial Officer of Provident.
Jerry L. Grace is Vice President and Treasurer of
Bancorp and Senior Vice President and Treasurer of Provident.
Robert L. Hoverson is Senior Vice President of Bancorp
and Executive Vice President of Provident.
Mark E. Magee is Vice President, Secretary and General
Counsel of Bancorp and Senior Vice President, Secretary and
General Counsel of Provident.
The business address for Jack M. Cook is 2060 Reading
Road, Suite 400, Cincinnati, Ohio 45202-1456, for Thomas D.
Grote, Jr. is 5240 Lester Road, Cincinnati, Ohio 45213, for
Sidney A. Peerless is 3131 Harvey Avenue, Cincinnati, Ohio 45229,
for Joseph A. Pedoto is 580 Walnut Street, Cincinnati, Ohio
45202, for Joseph A. Steger is University of Cincinnati, Mail
Location 0063, Cincinnati, Ohio 45221-0063, and for each of the
other persons listed above is One East Fourth Street, Cincinnati,
Ohio 45202.
None of the persons listed above has, during the last
five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
None of the persons listed above has, during the last
five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which such person is or was 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.
Each of the persons listed above is a U.S. Citizen.
