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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)
PROVIDENT BANCORP, INC.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
743834-20-2
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(CUSIP Number)
James E. Evans, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2536
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 5, 1996
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(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 16 Pages
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CUSIP NO. 743834-20-2 13D Page 2 of 16 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
2,439,146 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
2,878,346 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,878,346 (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)
16.0% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
HC
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CUSIP NO. 743834-20-2 13D Page 3 of 16 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*
PF
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
785,212
8 SHARED VOTING POWER
2,439,146 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
785,212
10 SHARED DISPOSITIVE POWER
2,878,346 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,663,558 (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 4 of 16 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
2,439,146 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
777,040
10 SHARED DISPOSITIVE POWER
2,878,346 (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)
20.3% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 743834-20-2 13D Page 5 of 16 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
937,110
8 SHARED VOTING POWER
2,439,146 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
937,110
10 SHARED DISPOSITIVE POWER
2,878,346 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,815,456 (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)
21.2% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 743834-20-2 13D Page 6 of 16 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
2,439,146 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
1,083,301
10 SHARED DISPOSITIVE POWER
2,878,346 (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)
22.0% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Amendment No. 19 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 on January 5, 1996, 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 December 31, 1995, the Lindner Family beneficially
owned approximately 44% 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 3. Source and Amount of Funds or Other Consideration.
Please see Item 4.
Item 4. Purpose of the Transaction.
Between January 5, 1996 and February 9, 1996, the
Reporting Persons had acquired an aggregate of 210,000 shares of
Provident Common Stock for an an aggregate purchase price of
approximately $7.2 million with funds available for investment.
These purchases were made as follows:
Shares Acquired/
(Disposed) of Date of Purchase Purchase Price
- ---------------- ----------------- --------------
(424) 01/02/96 Gifted
20,000 01/02/96 $47.37
4,000 01/02/96 47.12
36,000 01/02/96 47.37
1,300 01/03/96 47.19
23,500 01/03/96 47.25
2,500 01/03/96 47.44
10,000 01/05/96 47.81
5,000 01/05/96 47.06
2,500 01/05/96 47.94
500 01/23/96 46.81
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Shares Acquired/
(Disposed) of Date of Purchase Purchase Price
- ---------------- ----------------- --------------
4,000 01/24/96 $47.44
1,000 01/24/96 47.56
5,000 01/24/96 47.44
1,000 01/24/96 47.44
500 01/26/96 47.06
2,000 01/26/96 47.19
2,000 01/26/96 47.19
6,000 01/26/96 47.19
1,000 01/29/96 47.81
4,000 01/29/96 47.81
10,000 01/29/96 47.81
10,000 01/31/96 47.50
10,000 02/01/96 47.37
1,000 02/01/96 47.44
5,000 02/01/96 47.56
10,000 02/02/96 47.50
10,000 02/05/96 47.12
10,000 02/06/96 47.37
2,500 02/07/96 46.87
12,000 02/07/96 47.12
15,000 02/08/96 47.25
20,000 02/09/96 47.37
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 February 9, 1996, the Reporting Persons beneficially
owned 6,461,009 shares (or approximately 35.9% of the outstanding
shares) of Provident Common Stock as follows:
Holder Number of Shares
GAI 2,325,286
GALIC 113,860
LOYAL (a) 219,600
PRAIRIE (a) 219,600
Carl H. Lindner (b) 785,212
Carl H. Lindner III (c) 777,040
S. Craig Lindner (d) 937,110
Keith E. Lindner (e) 1,083,301
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Total: 6,461,009
GAI = Great American Insurance Company, 100% owned by AFC
GALIC = Great American Life Insurance Company, 81.4% owned by
American Financial
LOYAL = Loyal American Life Insurance Company, 100% owned by GALIC
PRAIRIE = Prairie States Life Insurance Company, 100% owned by GALIC
(a) Represents shares issuable upon conversion of
Provident D Preferred.
(b) Includes 527,392 shares held by his spouse and 38,481
shares held by a foundation over which he has voting and
investment power. Does not include 2,439,146 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
439,200 shares issuable to subsidiaries of American
Financial upon conversion of preferred stock.
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(c) Includes 1,854 shares held by his spouse. Does not
include shares beneficially owned by American Financial.
See Note (c).
(d) 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).
(e) 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 341,221
Robert C. Lintz 2,250
(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.
As of February 9, 1996, and since the last filing on Schedule
13D, 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 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
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 D 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.
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.
(2) 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: February 12, 1996
AMERICAN FINANCIAL GROUP, INC.
By: James C. Kennedy
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Secretary
AMERICAN FINANCIAL CORPORATION
By: James C. Kennedy
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Deputy General Counsel and Secretary
James C. Kennedy,
As Attorney-in-Fact for:
Carl H. Lindner
Carl H. Lindner III
S. Craig Lindner
Keith E. Lindner
G:\USERS\LEGAL\13D\PROV19.DOC
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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
Vice President & General Counsel
/s/ Carl H. Lindner
/s/ Carl H. Lindner III
/s/ S. Craig Lindner
/s/ 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
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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
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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
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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
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